Termination for Cause by the Company. Although the Company anticipates a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s obligations or otherwise relating to the business of the Company; (b) any acts or conduct by Executive that are materially adverse to the Company’s interests; (c) Executive’s material breach of this Agreement; (d) Executive’s breach of the Company’s Confidential Information and Invention Assignment Agreement; (e) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude or that otherwise negatively impacts Executive’s ability to effectively perform Executive’s duties hereunder; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board of Directors; (g) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; or (h) Executive’s death; provided that such events in clauses (b), (c) and/or (f) allegedly giving rise to “Cause” shall be communicated in writing to the Executive and shall continue uncured, if curable, for a period of at least 30 days thereafter. In the event Executive’s employment is terminated in accordance with this subsection 7.1, Executive shall be entitled to receive only Executive’s Base Salary then in effect, prorated to the date of termination and all benefits accrued through the date of termination (“Accrued Benefits”). All other Company obligations to Executive pursuant to this Agreement will become automatically terminated and completely extinguished. In the event of Executive’s termination of employment by the Company for Cause, Executive will not be entitled to receive the Severance Package described in subsection 7.2 below.
Appears in 2 contracts
Samples: Executive Employment Agreement (Neothetics, Inc.), Executive Employment Agreement (Neothetics, Inc.)
Termination for Cause by the Company. Although the Company anticipates a mutually rewarding employment relationship with Executive, the The Company may terminate Executive’s Employee's employment immediately at any time for Cause. For purposes of this Agreement, “"Cause” " is defined as: (a) Employee's indictment for, or conviction (or plea of nolo contendere) of fraud, embezzlement, misappropriation, or any felony or any other act of moral turpitude; (b) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive the Employee with respect to Executive’s Employee's obligations to the Company or otherwise relating to the business of the Company; (b) any acts or conduct by Executive Company that are materially adverse to xxxxx the Company’s interests; (c) Executive’s material breach of this Agreement; (d) Executive’s breach of the Company’s Confidential Information and Invention Assignment Agreement; (e) Executive’s conviction Employee's failure or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude or that otherwise negatively impacts Executive’s ability to effectively perform Executive’s duties hereunder; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board of Directors; (g) Executive’s inability to perform the essential functions of Executive’s the position, with or without reasonable accommodation, due to a mental or physical disability, where such inability continues for a period or periods aggregating ninety (90) calendar days in any 12-month period; or (he) Executive’s Employee's death; provided that such events in clauses (b), (c) and/or (f) allegedly giving rise Employee's material breach of this Agreement, the Company's Code of Conduct or the Company's Proprietary Information and Invention Agreement, following written notice and a 30-day opportunity to “Cause” shall be communicated in writing cure, or (g) any similar or related act or failure to act which is materially adversely injurious to the Executive and shall continue uncured, if curable, for a period of at least 30 days thereafterCompany. In the event Executive’s that Employee's employment is terminated in accordance with this subsection 7.16.1, Executive Employee shall be entitled to receive only Executive’s the Base Salary then in effect, prorated to the date of termination and all any benefits accrued through and expense reimbursements to which Employee is entitled by virtue of his prior employment by Company (collectively, the date of termination (“Accrued Benefits”"Standard Entitlements"). All other Company obligations to Executive Employee pursuant to this Agreement will become automatically terminated and completely extinguished. In extinguished except that Employee's Bonus shall be prorated in the event of Executive’s termination of employment by the Company for Cause, Executive due to death or disability in accordance with Section 2.2 above. Employee will not be entitled to receive the Severance Package described in subsection 7.2 belowSection 6.2 below or any part thereof.
Appears in 2 contracts
Samples: Employment Agreement (SCOLR Pharma, Inc.), Employment Agreement (SCOLR Pharma, Inc.)
Termination for Cause by the Company. Although the Company anticipates a mutually rewarding employment relationship with ExecutiveEmployee, the Company may terminate ExecutiveEmployee’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined asmeans any of the following actions by Employee, as determined by the Board in their sole discretion: (ai) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive Employee with respect to ExecutiveEmployee’s obligations or otherwise relating to the business of the CompanyCompany or Company group; (bii) any acts or conduct by Executive Employee that are materially adverse to the Company’s interests; (ciii) ExecutiveEmployee’s material breach of this Agreementemployment agreement, the Proprietary Information and Inventions Assignment Agreement (“PIIA”) or any other material agreement between Employee and the Company; (div) Executive’s breach of the Company’s Confidential Information and Invention Assignment Agreement; (e) ExecutiveEmployee’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or misappropriation, embezzlement, or any felony or crime of moral turpitude or that otherwise negatively impacts Executive’s ability to effectively perform Executive’s duties hereunderturpitude; (fv) ExecutiveEmployee’s willful unauthorized disclosure of confidential information relating to the Company, its affiliates or their respective businesses; or (vi) Employee’s gross neglect of duties as determined in the sole and exclusive discretion of the Board of Directors; (g) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; or (h) Executive’s death; provided that such events in clauses (b), (c) and/or (f) allegedly giving rise to “Cause” shall be communicated in writing to the Executive and shall continue uncured, if curable, for a period of at least 30 days thereafterBoard. In the event Executiveof termination based on (ii), (iii) or (vi), Employee will have fifteen (15) days from receipt of notice from the Company to cure the issue, if curable. A termination of Employee’s employment for Cause shall be effective immediately upon final written notice from the Company. In the event Employee’s employment is terminated in accordance with this subsection 7.1Section 6.1, Executive Employee shall be entitled to receive only Executive’s any Base Salary then in effect, prorated to the date of termination and all benefits accrued earned through the date of termination (the “Termination Date”) and all benefits accrued but unpaid through the date of termination (together, the “Accrued Benefits”). All other Company obligations to Executive Employee pursuant to this Agreement will become automatically terminated and completely extinguished. In the event of Executive’s termination of employment by the Company for Cause, Executive and Employee will not be entitled to receive the Severance Package severance package described in subsection 7.2 Section 6.2 below.
Appears in 2 contracts
Samples: Amended Executive Employment Agreement (Sow Good Inc.), Executive Employment Agreement (Sow Good Inc.)
Termination for Cause by the Company. Although the Company anticipates a mutually rewarding employment relationship with ExecutiveConsultant, the Company may terminate ExecutiveConsultant’s employment engagement immediately at any time for CauseCause subject to the terms of this Agreement. For purposes of this Agreement, “Cause” is defined as: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive Consultant with respect to ExecutiveConsultant’s obligations or otherwise relating to the business of the Company; (b) any acts or conduct by Executive Consultant that are materially adverse to the Company’s interests; (c) ExecutiveConsultant’s material breach of this Agreement; (d) Executive’s breach of the Company’s Confidential Information and Invention Assignment Agreement; (e) ExecutiveConsultant’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude or that otherwise materially negatively impacts ExecutiveConsultant’s ability to effectively perform ExecutiveConsultant’s duties hereunder; (fe) ExecutiveConsultant’s willful neglect of duties as determined in the sole and exclusive good faith discretion of the Board of Directors; Directors (g) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disabilityprovided that poor performance and/or subpar results by themselves do not constitute Cause); or (h) Executive’s death; provided that such events in clauses (b), (c) and/or (f) allegedly giving rise to “Cause” shall be communicated the winding down of the Company’s business and/or dissolution or liquidation of the Company (other than in writing to the Executive and shall continue uncured, if curable, for connection with a period of at least 30 days thereafterchange in control). In the event Executiveof termination of Consultant’s employment engagement based on clauses (a), (b) or (e) above, Consultant will have fifteen (15) days following receipt of notice from the Company to cure the issue, if curable. In the event Consultant’s engagement is terminated in accordance with this subsection 7.1, Executive 7.2 Consultant shall be entitled to receive only ExecutiveConsultant’s Base Salary base cash compensation then in effect, prorated to the date of termination and plus all benefits benefits, if any, accrued through the date of termination (collectively, “Accrued BenefitsStandard Entitlements”). All In addition, Consultant shall be entitled to receive reimbursement of any business expenses, to the extent not previously reimbursed, in accordance with Section 2 above. Except for any terms and conditions of this Agreement that by their terms survive termination of Consultant’s engagement, all other Company obligations to Executive Consultant pursuant to this Agreement will become automatically terminated and completely extinguished. In For clarification, the event foregoing is an exclusive list of Executive’s the acts or omissions that shall be considered “Cause” for the termination of employment Consultant’s engagement by the Company for Cause, Executive will not be entitled to receive the Severance Package described in subsection 7.2 belowCompany.
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Termination for Cause by the Company. Although the Company anticipates a mutually rewarding employment relationship with Executive, the The Company may terminate ExecutiveEmployee’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: (ai) acts Employee’s willful and continued failure to substantially perform [his/her] duties and responsibilities, after written notice thereof and an opportunity to cure; (ii) Employee’s willful engaging in conduct which is materially injurious (monetarily or omissions otherwise) to the Company, including without limitation, misuse of Company funds or property; (iii) Employee’s conviction of a felony (other than a moving vehicle violation); or (iv) any other material breach by Employee of this Agreement or any confidentiality, noncompetition, nondisclosure and/or invention agreement with the Company which is materially injurious (monetarily or otherwise) to the Company. Notwithstanding the foregoing, the Company must notify Employee of any event constituting gross negligenceCause within 45 days following the Company’s knowledge of its existence or such event will not constitute Cause under this Agreement. For purposes of this Agreement, recklessness no act or willful misconduct failure to act, on the part of Executive with respect Employee, will be considered “willful” unless it is done, or omitted to Executivebe done, by Employee in bad faith or without reasonable belief that Employee’s obligations action or otherwise relating to omission was in the business best interests of the Company; (b) any acts . Employee’s employment will in no event be considered to have been terminated by the Company for Cause if the act or failure to act upon which such termination is based is an act or failure to act in respect of which Employee meets the applicable standard of conduct by Executive that are materially adverse to prescribed for indemnification or reimbursement or payment of expenses under the Company’s interests; (c) Executive’s material breach By-laws of this Agreement; (d) Executive’s breach the Company or the laws of the state of its incorporation or the directors’ and officers’ liability insurance of the Company’s Confidential Information and Invention Assignment Agreement; (e) Executive’s conviction , in each case as in effect at the time of such act or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude or that otherwise negatively impacts Executive’s ability failure to effectively perform Executive’s duties hereunder; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board of Directors; (g) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; or (h) Executive’s death; provided that such events in clauses (b), (c) and/or (f) allegedly giving rise to “Cause” shall be communicated in writing to the Executive and shall continue uncured, if curable, for a period of at least 30 days thereafteract. In the event Executivethat Employee’s employment is terminated in accordance with this subsection 7.1Section 6.1, Executive Employee shall be entitled to receive only Executivereceive, on Employee’s first regular payday following the Termination Date, a lump sum payment equal to the following: (i) any portion of Employee’s Base Salary then in effectthat has been earned but not yet paid as of the Termination Date, prorated and (ii) any accrued unused vacation as of the Termination Date, all of the foregoing to be less required withholding (clauses (i) and (ii) collectively, the date of termination and all benefits accrued through the date of termination (“Accrued Benefits”). All other Company obligations to Executive pursuant Employee, including but not limited to this Agreement any bonus as described in Section 4.2 and Severance (as defined in Section 6.2), will become automatically terminated terminate and be completely extinguished. In extinguished as of the event of Executive’s termination of employment by the Company for CauseTermination Date; provided, Executive will not however, Employee shall continue to be entitled to receive any accrued benefits under the Severance Package described in subsection 7.2 belowCompany’s benefit and welfare plans and to indemnification and continued coverage under the Company’s D&O policies.
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Termination for Cause by the Company. Although the Company anticipates a mutually rewarding employment relationship with Executive, the The Company may terminate Executive’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s obligations or otherwise relating to the business Agreement and all of the Company; (b) any acts or conduct ’s obligations hereunder for “cause”. Termination by Executive that are materially adverse to the Company for “cause” shall mean termination by action of a majority of the members of the Company’s interests; Board of Directors because of the Executive’s conviction of a felony (cwhich, through lapse of time or otherwise, is not subject to appeal) or willful refusal without proper cause to perform his obligations under this Agreement or because of the Executive’s material breach of any of the covenants provided for in Section 8 hereof. Such termination shall be effected by written notice thereof by the Company to the Executive, and, except as hereinafter provided, shall be effective as of the date of such notice; provided, however, that such termination shall not be effective if (i) such termination is because of the Executive’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement; , (dii) Executive’s breach such notice is the first such notice of termination for any reason delivered by the Company to the Executive hereunder, and (iii) within 7 days following the date of such notice the Executive shall cease his refusal and shall use his best efforts to perform such obligations. The Executive may, within 15 days following delivery of the notice of termination referred to in the preceding paragraph, by written notice to the Board of Directors of the Company’s Confidential Information and Invention Assignment Agreement; (e) Executive’s conviction or entry , cause the matter of a plea the termination of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude or that otherwise negatively impacts Executive’s ability this Agreement to effectively perform Executive’s duties hereunder; (f) Executive’s willful neglect of duties as determined in be discussed at the sole and exclusive discretion next regularly scheduled meeting of the Board of Directors; (g) Executive’s inability to perform Directors or at a special meeting of the essential functions Board of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; or (h) Executive’s death; provided that such events in clauses (b), (c) and/or (f) allegedly giving rise to “Cause” shall be communicated in writing to the Executive and shall continue uncured, if curable, for a period of at least 30 days thereafter. In the event Executive’s employment is terminated Directors held in accordance with the Company’s By-Laws. The Executive shall be entitled to be represented by counsel at such meeting which shall be conducted according to a procedure deemed equitable by a majority of the Directors present. If, at such meeting, it shall be determined by a majority of the Directors that this subsection 7.1Agreement had been terminated without proper cause, the provisions of this Agreement shall be reinstated with the same force and effect as if the notice of the termination had not been given. The Executive shall be entitled to receive only Executive’s Base Salary then in effect, prorated to the compensation and other benefits provided herein for the period from the date of the delivery of the notice of termination and all benefits accrued through the date of termination (“Accrued Benefits”)such Board meeting. All other Company obligations Nothing herein contained shall limit or deny the Executive’s right to Executive have any such dispute resolved pursuant to this Agreement will become automatically terminated and completely extinguishedarbitration as set forth in Section 15 hereof. In the event of Executive’s termination of employment by the Company for Cause, Executive will not be entitled to receive the Severance Package described in subsection 7.2 below.
Appears in 1 contract
Samples: Employment Agreement (G Iii Apparel Group LTD /De/)
Termination for Cause by the Company. Although In the Company anticipates a mutually rewarding employment relationship with Executiveevent that Executive shall engage in any conduct which the CEO in his sole discretion shall determine to be “Cause,” as defined herein, the Company may terminate Executive’s employment immediately at any time for Causehe shall be subject to termination forthwith. For purposes of this Agreement, “Cause” is defined asCause shall mean engaging in or committing: (ai) acts any act which would constitute a felony or omissions constituting gross negligenceother act involving fraud, recklessness dishonesty, moral turpitude, unlawful conduct or willful misconduct on the part breach of Executive with respect to Executive’s obligations or otherwise relating to the business of the Companyfiduciary duty; (bii) a substantial breach of any acts or conduct by Executive that are materially adverse to the Company’s interests; (c) Executive’s material breach provision of this Agreement; (diii) willful or reckless material misconduct in the performance of the Executive’s breach of the Company’s Confidential Information and Invention Assignment Agreement; (e) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude or that otherwise negatively impacts Executive’s ability to effectively perform Executive’s duties hereunder; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board of Directors; (g) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disabilityduties; or (hiv) Executive’s deaththe habitual neglect of duties; provided that such events in however, that, for purposes of clauses (biii) and (iv), (c) and/or (f) allegedly giving rise Cause shall not include any one or more of the following: bad judgment, negligence or any act or omission believed by the Executive in good faith to “Cause” shall be communicated have been in writing or not opposed to the interest of the Company (without any intent by the Executive and shall continue uncuredto gain, if curabledirectly or indirectly, a profit to which he was not legally entitled). If the Executive agrees to resign from his employment with the Company in lieu of being terminated for a period Cause, he may be deemed to have been terminated for Cause for purposes of at least this Agreement. Upon terminating the Executive for Cause, other than paying the Executive within 30 days thereafter. In the event Executive’s employment is terminated in accordance with this subsection 7.1, Executive shall be entitled to receive only Executive’s of such termination his: (i) unpaid Base Salary then in effect, Compensation prorated to the date of termination and all benefits (ii) unpaid cash entitlements, if any, earned and accrued through pursuant to the terms of any applicable Company plan or program (which unpaid cash entitlements shall not include any unpaid Bonus or any unpaid long-term incentive cash awards or other awards under the Incentive Compensation Plan) prior to the date of termination (“Accrued Benefits”). All other the date of termination, the Company shall have no further obligations whatsoever to Executive pursuant to under this Agreement will become automatically terminated and completely extinguishedAgreement. In the event of Executive’s termination of employment by the Company for Cause, Executive will not agrees to continue to be entitled bound by the covenants set forth herein at Sections 7 through 14 subsequent to receive the Severance Package described date of such termination, for such periods of time as provided for in subsection 7.2 belowsaid Sections respectively. The CEO shall, in his discretion but in consultation with the Board of Directors of CNAF, determine whether, in light of all surrounding circumstances, (i) any additional compensation should be paid to the Executive as a result of Executive being bound by the provisions of Section 9 hereinbelow in the event of his termination for Cause and (ii) any modification to the requirements of said Section 9 in relation to the Executive should be made.
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Termination for Cause by the Company. Although In the Company anticipates a mutually rewarding employment relationship with Executiveevent that Executive shall engage in any conduct which the Board in its sole discretion shall determine to be "CAUSE", the Company may terminate Executive’s employment immediately at any time for Causeas defined herein, he shall be subject to termination forthwith. For purposes of this Agreement, “Cause” is defined asCause shall mean engaging in or committing: (ai) acts any act which would constitute a felony or omissions constituting gross negligenceother act involving fraud, recklessness dishonesty, moral turpitude, unlawful conduct or willful misconduct on the part breach of Executive with respect to Executive’s obligations or otherwise relating to the business of the Companyfiduciary duty;; (bii) a substantial breach of any acts or conduct by Executive that are materially adverse to the Company’s interests; (c) Executive’s material breach provision of this Agreement; (diii) Executive’s breach willful or reckless material misconduct in the performance of the Company’s Confidential Information and Invention Assignment Agreement; (e) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude or that otherwise negatively impacts Executive’s ability to effectively perform Executive’s duties hereunder; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board of Directors; (g) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability's duties; or (hiv) Executive’s deaththe habitual neglect of duties; provided that such events in however, that, for purposes of clauses (biii) and (iv), (c) and/or (f) allegedly giving rise Cause shall not include any one or more of the following: bad judgment, negligence or any act or omission believed by the Executive in good faith to “Cause” shall be communicated have been in writing or not opposed to the interest of the Company (without any intent by the Executive and shall continue uncuredto gain, if curabledirectly or indirectly, a profit to which he was not legally entitled). If the Executive agrees to resign from his employment with the Company in lieu of being terminated for a period Cause, he may be deemed to have been terminated for Cause for purposes of at least this Agreement. Upon terminating the Executive for Cause, other than paying the Executive within 30 days thereafter. In the event Executive’s employment is terminated in accordance with this subsection 7.1, Executive shall be entitled to receive only Executive’s Base Salary then in effect, of such termination his: (i) unpaid base salary prorated to the date of termination termination; (ii) any previous year's earned but unpaid Bonus; and all benefits (iii) unpaid cash entitlements earned and accrued through pursuant to the terms of the applicable Company plan or program prior to the date of termination (“Accrued Benefits”). All other the date of termination, the Company shall have no further obligations whatsoever to Executive pursuant to under this Agreement will become automatically terminated and completely extinguishedAgreement. In the event of Executive’s termination of employment by the Company for Cause, Executive will not agrees to continue to be entitled bound by the covenants set forth herein at Sections 7, 8 and 10 through 13, subsequent to receive the Severance Package described termination date for such periods of time as provided for in subsection 7.2 belowsaid Sections respectively.
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Termination for Cause by the Company. Although the Company anticipates a mutually rewarding employment relationship with Executive, the The Company may terminate ExecutiveEmployee’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: (ai) acts Employee’s willful and continued failure to substantially perform his duties and responsibilities, after prior written notice thereof and an opportunity to cure; (ii) Employee’s willful engaging in conduct which is materially injurious (monetarily or omissions otherwise) to the Company, including without limitation, misuse of Company funds or property; (iii) Employee’s conviction of a felony (other than a moving vehicle violation); or (iv) any other material breach by Employee of this Agreement or any confidentiality, noncompetition, nondisclosure and/or invention agreement with the Company which is materially injurious (monetarily or otherwise) to the Company. Notwithstanding the foregoing, the Company must notify Employee of any event constituting gross negligenceCause within 45 days following the Company’s knowledge of its existence or such event will not constitute Cause under this Agreement. For purposes of this Agreement, recklessness no act or willful misconduct failure to act, on the part of Executive with respect Employee, will be considered “willful” unless it is done, or omitted to Executivebe done, by Employee in bad faith or without reasonable belief that Employee’s obligations action or otherwise relating to omission was in the business best interests of the Company; (b) any acts . Employee’s employment will in no event be considered to have been terminated by the Company for Cause if the act or failure to act upon which such termination is based is an act or failure to act in respect of which Employee meets the applicable standard of conduct by Executive that are materially adverse to prescribed for indemnification or reimbursement or payment of expenses under the Company’s interests; (c) Executive’s material breach Amended and Restated Bylaws or the laws of this Agreement; (d) Executive’s breach the state of its incorporation or the directors’ and officers’ liability insurance of the Company’s Confidential Information and Invention Assignment Agreement; (e) Executive’s conviction , in each case as in effect at the time of such act or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude or that otherwise negatively impacts Executive’s ability failure to effectively perform Executive’s duties hereunder; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board of Directors; (g) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; or (h) Executive’s death; provided that such events in clauses (b), (c) and/or (f) allegedly giving rise to “Cause” shall be communicated in writing to the Executive and shall continue uncured, if curable, for a period of at least 30 days thereafteract. In the event Executivethat Employee’s employment is terminated in accordance with this subsection 7.1Section 6.1, Executive Employee shall be entitled to receive only Executivereceive, on Employee’s first regular payday following the Termination Date, a lump sum payment equal to the following: (i) any portion of Employee’s Base Salary then in effectthat has been earned but not yet paid as of the Termination Date, prorated and (ii) any accrued unused vacation as of the Termination Date, all of the foregoing to be less required withholding (clauses (i) and (ii) collectively, the date of termination and all benefits accrued through the date of termination (“Accrued Benefits”). All other Company obligations to Executive pursuant Employee, including but not limited to this Agreement any bonus as described in Section 4.2 and Severance (as defined in Section 6.2), will become automatically terminated terminate and be completely extinguished. In extinguished as of the event of Executive’s termination of employment by the Company for CauseTermination Date; provided, Executive will not however, Employee shall continue to be entitled to receive any accrued benefits under the Severance Package described in subsection 7.2 belowCompany’s benefit and welfare plans and to indemnification and continued coverage under the Company’s director and officer insurance policies (“D&O Policies”) as well as the applicable provisions of the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws.
Appears in 1 contract
Termination for Cause by the Company. Although the Company anticipates a mutually rewarding employment relationship with Executive, the The Company may terminate ExecutiveEmployee’s employment immediately at any time for Cause or without Cause. For purposes of this Agreement, “Cause” is defined as: (a) Employee’s indictment for, or conviction (or plea of nolo contendere) of fraud, embezzlement, misappropriation, or any felony or any other act of moral turpitude; (b) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive the Employee with respect to ExecutiveEmployee’s obligations to the Company or otherwise relating to the business of the Company; (b) any acts or conduct by Executive Company that are materially adverse to xxxxx the Company’s interests; (c) ExecutiveEmployee’s material breach of this Agreement; (d) Executive’s breach of the Company’s Confidential Information and Invention Assignment Agreement; (e) Executive’s conviction failure or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude or that otherwise negatively impacts Executive’s ability to effectively perform Executive’s duties hereunder; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board of Directors; (g) Executive’s inability to perform the essential functions of Executive’s the position, with or without reasonable accommodation, due to a mental or physical disability, where such inability continues for a period or periods aggregating ninety (90) calendar days in any 12-month period; or (he) ExecutiveEmployee’s death; provided that such events in clauses (b), (c) and/or (f) allegedly giving rise Employee’s material breach of this Agreement, the Company’s Code of Conduct or the Company’s Proprietary Information and Invention Agreement, following written notice and a 30-day opportunity to “Cause” shall be communicated in writing cure, or (g) any similar or related act or failure to act which is materially adversely injurious to the Executive and shall continue uncured, if curable, for a period of at least 30 days thereafterCompany. In the event Executivethat Employee’s employment is terminated in accordance with this subsection 7.1Section 6.1, Executive Employee shall be entitled to receive only Executive’s the Base Salary then in effect, prorated to the date of termination and all any benefits accrued through and expense reimbursements to which Employee is entitled by virtue of his prior employment by Company (collectively, the date of termination (“Accrued BenefitsStandard Entitlements”). All other Company obligations to Executive Employee pursuant to this Agreement will become automatically terminated and completely extinguished. In extinguished except that Employee’s Bonus shall be prorated in the event of Executive’s termination of employment by the Company due to death or disability in accordance with Section 2.2 above. If Employee is terminated for Cause, Executive Employee will not be entitled to receive the Severance Package described in subsection 7.2 belowSection 6.2 below or any part thereof.
Appears in 1 contract
Termination for Cause by the Company. Although the Company anticipates a mutually rewarding employment relationship with Executive, the The Company may terminate Executive’s employment immediately at any time and without notice for “Cause. .” For purposes of this Agreement, “Cause” is defined as: shall mean (ai) acts material breach by Executive of this Agreement or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to EPIIA; (ii) Executive’s obligations theft, dishonesty, or otherwise relating falsification of any Company documents or records; (iii) Executive’s material improper use or disclosure of the Company’s confidential or proprietary information; (iv) Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act that impairs Executive’s ability to perform his duties hereunder or which a majority of the Board determines may materially damage the business or reputation of the Company; (bv) any acts material failure or conduct by Executive that are materially adverse refusal to the Company’s interestscomply with reasonable and lawful Company policies and procedures; or (cvi) Executive’s material breach failure and/or inability to comply with or meet the requirements of this Agreementany performance improvement plan reasonably provided to Executive by the Chief Executive Officer and/or the Board; (d) Executive’s breach provided, however, that prior to termination for cause arising under any of the Company’s Confidential Information and Invention Assignment Agreement; above clauses, except clause (e) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude or that otherwise negatively impacts Executive’s ability to effectively perform Executive’s duties hereunder; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board of Directors; (g) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; or (h) Executive’s death; provided that such events in clauses (biv), (c) and/or (f) allegedly giving rise to “Cause” Executive shall be communicated in writing to the Executive and shall continue uncured, if curable, for have a period of at least 30 thirty (30) days thereafterafter written notice from the Company to cure the event or grounds identified as constituting such cause. Any notice of termination provided by Company to Executive under this Section 7.1 shall identify the events or conduct constituting the grounds for termination with sufficient specificity so as to enable Executive to take steps to cure, if curable, the same. In the event Executive’s employment is terminated in accordance with this subsection Section 7.1, or if Executive’s employment is terminated due to death or Disability (i.e., Executive’s inability to materially perform his reasonable duties assigned hereunder for a period of 180 days), Executive shall be entitled to receive only Executive’s the Base Salary then in effectSalary, prorated to the date of termination termination, any then-vested benefits, and payment for all benefits accrued through but unused vacation as of the date of termination (collectively, the “Accrued BenefitsAmounts”). All other obligations of the Company obligations to Executive pursuant to this Agreement will become be automatically terminated and completely extinguished. In Executive shall be required to comply with all surviving provisions of this Agreement and the event EPIIA, and Executive shall execute termination certification agreements relating to the return of Executivethe Company’s termination confidential or proprietary information, handling of employment by material non-public information and compliance with securities laws, and compliance with the Company for CauseCompany’s policies, Executive will not be entitled to receive the Severance Package described in subsection 7.2 belowincluding xxxxxxx xxxxxxx, information technology, and human resources policies.
Appears in 1 contract
Samples: Executive Employment Agreement (Iovance Biotherapeutics, Inc.)
Termination for Cause by the Company. Although the Company anticipates a mutually rewarding employment relationship with Executive, the The Company may terminate ExecutiveEmployee’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: (ai) acts Employee’s willful and continued failure to substantially perform his duties and responsibilities, after prior written notice thereof and an opportunity to cure; (ii) Employee’s willful engaging in conduct which is materially injurious (monetarily or omissions otherwise) to the Company, including without limitation, misuse of Company funds or property; (iii) Employee’s conviction of a felony (other than a moving vehicle violation); or (iv) any other material breach by Employee of this Agreement or any confidentiality, noncompetition, nondisclosure and/or invention agreement with the Company which is materially injurious (monetarily or otherwise) to the Company. Notwithstanding the foregoing, the Company must notify Employee of any event constituting gross negligenceCause within 45 days following the Company’s knowledge of its existence or such event will not constitute Cause under this Agreement. For purposes of this Agreement, recklessness no act or willful misconduct failure to act, on the part of Executive with respect Employee, will be considered “willful” unless it is done, or omitted to Executivebe done, by Employee in bad faith or without reasonable belief that Employee’s obligations action or otherwise relating to omission was in the business best interests of the Company; (b) any acts . Employee’s employment will in no event be considered to have been terminated by the Company for Cause if the act or failure to act upon which such termination is based is an act or failure to act in respect of which Employee meets the applicable standard of conduct by Executive that are materially adverse to prescribed for indemnification or reimbursement or payment of expenses under the Company’s interests; (c) Executive’s material breach By-laws of this Agreement; (d) Executive’s breach the Company or the laws of the state of its incorporation or the directors’ and officers’ liability insurance of the Company’s Confidential Information and Invention Assignment Agreement; (e) Executive’s conviction , in each case as in effect at the time of such act or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude or that otherwise negatively impacts Executive’s ability failure to effectively perform Executive’s duties hereunder; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board of Directors; (g) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; or (h) Executive’s death; provided that such events in clauses (b), (c) and/or (f) allegedly giving rise to “Cause” shall be communicated in writing to the Executive and shall continue uncured, if curable, for a period of at least 30 days thereafteract. In the event Executivethat Employee’s employment is terminated in accordance with this subsection 7.1Section 6.1, Executive Employee shall be entitled to receive only Executivereceive, on Employee’s first regular payday following the Termination Date, a lump sum payment equal to the following: (i) any portion of Employee’s Base Salary then in effectthat has been earned but not yet paid as of the Termination Date, prorated and (ii) any accrued unused vacation as of the Termination Date, all of the foregoing to be less required withholding (clauses (i) and (ii) collectively, the date of termination and all benefits accrued through the date of termination (“Accrued Benefits”). All other Company obligations to Executive pursuant Employee, including but not limited to this Agreement any bonus as described in Section 4.2 and Severance (as defined in Section 6.2), will become automatically terminated terminate and be completely extinguished. In extinguished as of the event of Executive’s termination of employment by the Company for CauseTermination Date; provided, Executive will not however, Employee shall continue to be entitled to receive any accrued benefits under the Severance Package described in subsection 7.2 belowCompany’s benefit and welfare plans and to indemnification and continued coverage under the Company’s director and officer insurance policies (“D&O Policies”).
Appears in 1 contract
Termination for Cause by the Company. Although the Company anticipates a mutually rewarding employment relationship with ExecutiveEmployee, the Company may terminate Executive’s Employee's employment immediately at any time for Cause. For purposes of this Agreement, “"Cause” " is defined as: (a) Employee's willful neglect of duties as determined in the sole and exclusive discretion of the Board; (b) Employee's failure or inability to perform the essential functions of the position, with or without reasonable accommodation, due to a mental or physical disability, where such inability continues for a period or periods aggregating thirty (30) calendar days in any 12-month period; (c) Employee's conviction or entry of a plea or nolo contendere for fraud, embezzlement, misappropriation, or any felony or any other act of moral turpitude; (d) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive the Employee with respect to Executive’s Employee's obligations or otherwise relating to the business of the Company; (be) any acts or conduct by Executive that are materially adverse to the Company’s interestsEmployee's death; (cf) Executive’s Employee's material breach of this Agreement; (d) Executive’s breach of Agreement or the Company’s Confidential Information 's Employee Innovations and Invention Assignment Proprietary Rights Assignments Agreement; (e) Executive’s conviction or entry of , following written notice and a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude or that otherwise negatively impacts Executive’s ability 10-day opportunity to effectively perform Executive’s duties hereunder; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board of Directors; (g) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; or (h) Executive’s death; provided that such events in clauses (b), (c) and/or (f) allegedly giving rise to “Cause” shall be communicated in writing to the Executive and shall continue uncured, if curable, for a period of at least 30 days thereaftercure. In the event Executive’s that Employee's employment is terminated in accordance with this subsection 7.16.1, Executive Employee shall be entitled to receive only Executive’s the Base Salary then in effect, prorated to the date of termination and all any benefits accrued through and expense reimbursements to which Employee is entitled by virtue of his prior employment by Company (collectively, the date of termination (“Accrued Benefits”"Standard Entitlement"). All other Company obligations to Executive Employee pursuant to this Agreement will become automatically terminated and completely extinguished. In the event of Executive’s termination of employment by the Company for Cause, Executive Employee will not be entitled to receive the Severance Package Payment described in subsection 7.2 belowSection 6.2 below or any part thereof.
Appears in 1 contract
Samples: Employment Agreement (Zones Inc)
Termination for Cause by the Company. Although In the Company anticipates a mutually rewarding employment relationship with Executiveevent that Executive shall engage in any conduct which the CEO in his sole discretion shall determine to be “Cause,” as defined herein, the Company may terminate Executive’s employment immediately at any time for Causehe shall be subject to termination forthwith. For purposes of this Agreement, “Cause” is defined asCause shall mean engaging in or committing: (ai) acts any act which would constitute a felony or omissions constituting gross negligenceother act involving fraud, recklessness dishonesty, moral turpitude, unlawful conduct or willful misconduct on the part breach of Executive with respect to Executive’s obligations or otherwise relating to the business of the Companyfiduciary duty; (bii) a substantial breach of any acts or conduct by Executive that are materially adverse to the Company’s interests; (c) Executive’s material breach provision of this Agreement; (diii) a willful or reckless material misconduct in the performance of the Executive’s breach of the Company’s Confidential Information and Invention Assignment Agreement; (e) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude or that otherwise negatively impacts Executive’s ability to effectively perform Executive’s duties hereunder; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board of Directors; (g) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disabilityduties; or (hiv) Executive’s deaththe habitual neglect of duties; provided that such events in however, that, for purposes of clauses (biii) and (iv), (c) and/or (f) allegedly giving rise Cause shall not include any one or more of the following: bad judgment, negligence or any act or omission believed by the Executive in good faith to “Cause” shall be communicated have been in writing or not opposed to the interest of the Company (without any intent by the Executive and shall continue uncuredto gain, if curabledirectly or indirectly, a profit to which he was not legally entitled). If the Executive agrees to resign from his employment with the Company in lieu of being terminated for a period Cause, he may be deemed to have been terminated for Cause for purposes of at least this Agreement. Upon terminating the Executive for Cause, other than paying the Executive within 30 days thereafter. In the event Executive’s employment is terminated in accordance with this subsection 7.1, Executive shall be entitled to receive only Executive’s Base Salary then in effect, of such termination his: (i) unpaid base salary prorated to the date of termination and all benefits (ii) unpaid cash entitlements, if any, earned and accrued through pursuant to the terms of any applicable Company plan or program (which unpaid cash entitlements shall not include any unpaid Bonus or any unpaid long-term incentive cash award or other award under the Incentive Compensation Plan) prior to the date of termination (“Accrued Benefits”). All other the date of termination, the Company shall have no further obligations whatsoever to Executive pursuant to under this Agreement will become automatically terminated and completely extinguishedAgreement. In the event of Executive’s termination of employment by the Company for Cause, Executive will not agrees to continue to be entitled bound by the covenants set forth herein at Sections 7 through 13, subsequent to receive the Severance Package described date of such termination for such periods of time as provided for in subsection 7.2 belowsaid Sections respectively. The CEO shall, in his discretion but in consultation with the Board of Directors of CNAF, determine whether, in light of all surrounding circumstances, (i) any additional compensation should be paid to the Executive as a result of Executive being bound by the provisions of Section 9 hereinbelow in the event of his termination for Cause and (ii) any modification to the requirements of said Section 9 in relation to the Executive should be made.
Appears in 1 contract
Termination for Cause by the Company. Although the Company anticipates a mutually rewarding employment relationship with Executive, the The Company may terminate Executive’s the employment immediately of the Employee hereunder at any time during the Employment Period for “Cause” (such termination being hereinafter referred to as a “Termination for Cause”) by (i) providing notice to the Employee specifying in reasonable detail the condition(s) giving rise to the potential Termination for Cause no later than the thirtieth (30) day following the occurrence of that condition; (ii) providing the Employee a period of thirty (30) days to remedy the condition and so specifying in the notice; and (iii) terminating his employment for cause within thirty (30) days following the expiration of the period to remedy if the Employee fails to remedy the condition. For purposes the purpose of this Section 5, “Cause” means any one of the following grounds, as determined by the Board in its reasonable judgment: (i) the Employee’s use of legal or illegal drugs, including alcohol, which interferes with the performance of the Employee’s obligations and duties to the Company or any of its Affiliates; (ii) the Employee’s commission of a felony, or any crime involving fraud, moral turpitude or misrepresentation or violation of applicable securities laws; (iii) mismanagement by the Employee of the business and affairs of the Company or any Affiliate of the Company which results or could reasonably be expected to result in a material harm to the Company or any of its Affiliates; (iv) the Employee’s material breach of any of the terms of this Agreement, “Cause” is defined as: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on including if the part of Executive with respect Employee does not travel as required pursuant to Executive’s obligations or otherwise relating to the business of the Company; (b) any acts or conduct by Executive that are materially adverse to the Company’s interests; (c) Executive’s material breach Section 2 of this Agreement; (d) Executive’s breach of the Company’s Confidential Information and Invention Assignment Agreement; (e) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony other agreement between the Employee and the Company or crime any of moral turpitude or that otherwise negatively impacts Executive’s ability to effectively perform Executive’s duties hereunderits Affiliates; (fv) Executivethe Employee’s willful neglect violation of duties as determined any restrictive covenant set forth in this Agreement, the sole Compliance Agreement or any other agreement between the Employee and exclusive discretion the Company or any of its Affiliates or any material policy of the Board Company or any of Directors; (g) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disabilityits Affiliates; or (hvi) Executivethe Employee’s death; provided that such events material failure to perform or substantial negligence in clauses (b), (c) and/or (f) allegedly giving rise to “Cause” shall be communicated in writing the performance of the Employee’s obligations and duties to the Executive and shall continue uncuredCompany or any of its Affiliates, if curable, for a period of at least 30 days thereafter. In or any other conduct by the event Executive’s employment Employee which is terminated in accordance with this subsection 7.1, Executive shall or could reasonably be entitled expected to receive only Executive’s Base Salary then in effect, prorated be materially detrimental to the date of termination interests and all benefits accrued through the date of termination (“Accrued Benefits”). All other Company obligations to Executive pursuant to this Agreement will become automatically terminated and completely extinguished. In the event of Executive’s termination of employment by the Company for Cause, Executive will not be entitled to receive the Severance Package described in subsection 7.2 below.well-
Appears in 1 contract
Samples: Employment Agreement (Zai Lab LTD)
Termination for Cause by the Company. Although the Company anticipates a mutually rewarding employment relationship with Executive, the The Company may terminate Executive’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s obligations or otherwise relating to the business Agreement and all of the Company; (b) any acts or conduct ’s obligations hereunder for “cause”. Termination by Executive that are materially adverse to the Company for “cause” shall mean termination by action of a majority of the members of the Company’s interests; Board of Directors because of the Executive’s conviction of a felony (cwhich, through lapse of time or otherwise, is not subject to appeal) or willful refusal without proper cause to perform his obligations under this Agreement or because of the Executive’s material breach of any of the covenants provided for in Sections 8, 9 and 10 hereof. Such termination shall be effected by written notice thereof by the Company to the Executive, and, except as hereinafter provided, shall be effective as of the date of such notice; provided, however, that such termination shall not be effective if (i) such termination is because of the Executive’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement; , (dii) Executive’s breach such notice is the first such notice of termination for any reason delivered by the Company to the Executive hereunder, and (iii) within 7 days following the date of such notice the Executive shall cease his refusal and shall use his best efforts to perform such obligations. The Executive may, within 15 days following delivery of the notice of termination referred to in the preceding paragraph, by written notice to the Board of Directors of the Company’s Confidential Information and Invention Assignment Agreement; (e) Executive’s conviction or entry , cause the matter of a plea the termination of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude or that otherwise negatively impacts Executive’s ability this Agreement to effectively perform Executive’s duties hereunder; (f) Executive’s willful neglect of duties as determined in be discussed at the sole and exclusive discretion next regularly scheduled meeting of the Board of Directors; (g) Executive’s inability to perform Directors or at a special meeting of the essential functions Board of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; or (h) Executive’s death; provided that such events in clauses (b), (c) and/or (f) allegedly giving rise to “Cause” shall be communicated in writing to the Executive and shall continue uncured, if curable, for a period of at least 30 days thereafter. In the event Executive’s employment is terminated Directors held in accordance with the Company’s By-Laws. The Executive shall be entitled to be represented by counsel at such meeting which shall be conducted according to a procedure deemed equitable by a majority of the Directors present. If, at such meeting, it shall be determined by a majority of the Directors that this subsection 7.1Agreement had been terminated without proper cause, the provisions of this Agreement shall be reinstated with the same force and effect as if the notice of the termination had not been given. The Executive shall be entitled to receive only Executive’s Base Salary then in effect, prorated to the compensation and other benefits provided herein for the period from the date of the delivery of the notice of termination and all benefits accrued through the date of termination (“Accrued Benefits”)such Board meeting. All other Company obligations Nothing herein contained shall limit or deny the Executive’s right to Executive have any such dispute resolved pursuant to this Agreement will become automatically terminated and completely extinguished. In the event of Executive’s termination of employment by the Company for Cause, Executive will not be entitled to receive the Severance Package described arbitration as set forth in subsection 7.2 belowSection 15 hereof.
Appears in 1 contract
Samples: Employment Agreement (G Iii Apparel Group LTD /De/)
Termination for Cause by the Company. Although the Company anticipates a mutually rewarding employment relationship with Executive, the The Company may terminate this Agreement and all of the Company's obligations hereunder for "cause". Termination by the Company for "cause" shall mean termination by action of a majority of the members of the Company's Board of Directors because of the Executive’s employment immediately at 's conviction of a felony (which, through lapse of time or otherwise, is not subject to appeal) or willful refusal without proper cause to perform his obligations under this Agreement or because of the Executive's material breach of any time of the covenants provided for Causein Section 8 hereof. For purposes Such termination shall be effected by written notice thereof by the Company to the Executive, and, except as hereinafter provided, shall be effective as of the date of such notice; provided, however, that such termination shall not be effective if (i) such termination is because of the Executive's willful refusal without proper cause to perform any one or more of his obligations under this Agreement, “Cause” (ii) such notice is defined as: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part first such notice of Executive with respect to Executive’s obligations or otherwise relating termination for any reason delivered by the Company to the business Executive hereunder, and (iii) within 7 days following the date of such notice the Executive shall cease his refusal and shall use his best efforts to perform such obligations. The Executive may, within 15 days following delivery of the notice of termination referred to in the preceding paragraph, by written notice to the Board of Directors of the Company; (b) any acts or conduct by Executive that are materially adverse to , cause the Company’s interests; (c) Executive’s material breach matter of the termination of this Agreement; (d) Executive’s breach of Agreement to be discussed at the Company’s Confidential Information and Invention Assignment Agreement; (e) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude or that otherwise negatively impacts Executive’s ability to effectively perform Executive’s duties hereunder; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion next regularly scheduled meeting of the Board of Directors; (g) Executive’s inability to perform Directors or at a special meeting of the essential functions Board of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; or (h) Executive’s death; provided that such events in clauses (b), (c) and/or (f) allegedly giving rise to “Cause” shall be communicated in writing to the Executive and shall continue uncured, if curable, for a period of at least 30 days thereafter. In the event Executive’s employment is terminated Directors held in accordance with the Company's By-Laws. The Executive shall be entitled to be represented by counsel at such meeting which shall be conducted according to a procedure deemed equitable by a majority of the Directors present. If, at such meeting, it shall be determined by a majority of the Directors that this subsection 7.1Agreement had been terminated without proper cause, the provisions of this Agreement shall be reinstated with the same force and effect as if the notice of the termination had not been given. The Executive shall be entitled to receive only Executive’s Base Salary then in effect, prorated to the compensation and other benefits provided herein for the period from the date of the delivery of the notice of termination and all benefits accrued through the date of termination (“Accrued Benefits”)such Board meeting. All other Company obligations Nothing herein contained shall limit or deny the Executive's right to Executive have any such dispute resolved pursuant to this Agreement will become automatically terminated and completely extinguished. In the event of Executive’s termination of employment by the Company for Cause, Executive will not be entitled to receive the Severance Package described arbitration as set forth in subsection 7.2 belowSection 15 hereof.
Appears in 1 contract
Samples: Employment Agreement (G Iii Apparel Group LTD /De/)
Termination for Cause by the Company. Although the Company anticipates a mutually rewarding employment relationship with Executive, the The Company may terminate Executive’s employment immediately at any time and without notice for “Cause. .” For purposes of this Agreement, “Cause” is defined as: shall mean (ai) acts a material breach by Executive of this Agreement or omissions constituting gross negligence, recklessness or willful misconduct on the part EPIIA; (ii) the death of Executive with respect or his disability resulting in his inability to perform his reasonable duties assigned hereunder for a period of 180 days; (iii) Executive’s obligations theft, dishonesty, or otherwise relating falsification of any Company documents or records; (iv) Executive’s improper use or disclosure of the Company’s confidential or proprietary information; (v) Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act which impairs Executive’s ability to perform his duties hereunder or which in the Board’s judgment may materially damage the business or reputation of the Company; (bvi) any acts failure or conduct by Executive that are materially adverse refusal to the Company’s interestscomply with reasonable and lawful Company policies and procedures; or (cvii) Executive’s material breach of this Agreement; (d) Executive’s breach of the Company’s Confidential Information and Invention Assignment Agreement; (e) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude or that otherwise negatively impacts Executive’s ability to effectively perform Executive’s duties hereunder; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board of Directors; (g) Executive’s failure and/or inability to perform the essential functions of Executive’s position, comply with or without reasonable accommodationmeet the requirements of any performance improvement plan reasonably provided to Executive by the Chief Executive Officer and/or the Board; provided, due however, that prior to a mental or physical disability; or termination for cause arising under clause (h) Executive’s death; provided that such events in clauses (bi), (c) and/or (f) allegedly giving rise Executive shall have a period of ten days after written notice from the Company to “Cause” cure the event or grounds constituting such cause. Any notice of termination provided by Company to Executive under this Section 6.1 shall be communicated in writing identify the events or conduct constituting the grounds for termination with sufficient specificity so as to the enable Executive and shall continue uncuredto take steps to cure, if curable, for the same if such default is a period material breach by Executive of at least 30 days thereafterthis Agreement or the EPIIA. In the event Executive’s employment is terminated in accordance with this subsection 7.16.1, Executive shall be entitled to receive only Executive’s the Base Salary then in effectSalary, prorated to the date of termination and all benefits accrued through the date of termination (“Accrued Benefits”)termination. All other obligations of the Company obligations to Executive pursuant to this Agreement will become be automatically terminated and completely extinguished. In the event of Executive’s termination of employment by the Company for Cause, Executive will not be entitled to receive the Severance Package described in subsection 7.2 below.
Appears in 1 contract
Samples: Executive Employment Agreement (Iovance Biotherapeutics, Inc.)
Termination for Cause by the Company. Although In the Company anticipates a mutually rewarding employment relationship with Executiveevent that Executive shall engage in any conduct which the CEO in his sole discretion shall determine to be “Cause,” as defined herein, the Company may terminate Executive’s employment immediately at any time for Causehe shall be subject to termination forthwith. For purposes of this Agreement, “Cause” is defined asCause shall mean engaging in or committing: (ai) acts any act which would constitute a felony or omissions constituting gross negligenceother act involving fraud, recklessness dishonesty, moral turpitude, unlawful conduct or willful misconduct on the part breach of Executive with respect to Executive’s obligations or otherwise relating to the business of the Companyfiduciary duty; (bii) a substantial breach of any acts or conduct by Executive that are materially adverse to the Company’s interests; (c) Executive’s material breach provision of this Agreement; (diii) a willful or reckless material misconduct in the performance of the Executive’s breach of the Company’s Confidential Information and Invention Assignment Agreement; (e) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude or that otherwise negatively impacts Executive’s ability to effectively perform Executive’s duties hereunder; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board of Directors; (g) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disabilityduties; or (hiv) Executive’s deaththe habitual neglect of duties; provided that such events in however, that, for purposes of clauses (biii) and (iv), (c) and/or (f) allegedly giving rise Cause shall not include any one or more of the following: bad judgment, negligence or any act or omission believed by the Executive in good faith to “Cause” shall be communicated have been in writing or not opposed to the interest of the Company (without any intent by the Executive and shall continue uncuredto gain, if curabledirectly or indirectly, a profit to which he was not legally entitled). If the Executive agrees to resign from his employment with the Company in lieu of being terminated for a period Cause, he may be deemed to have been terminated for Cause for purposes of at least this Agreement. Upon terminating the Executive for Cause, other than paying the Executive within 30 days thereafter. In the event Executive’s employment is terminated in accordance with this subsection 7.1, Executive shall be entitled to receive only Executive’s Base Salary then in effect, of such termination his: (i) unpaid base salary prorated to the date of termination and all benefits (ii) unpaid cash entitlements, if any, earned and accrued through pursuant to the terms of any applicable Company plan or program (which unpaid cash entitlements shall not include any unpaid Bonus or any unpaid long-term incentive cash award or other award under the Incentive Compensation Plan) prior to the date of termination (“Accrued Benefits”). All other the date of termination, the Company shall have no further obligations whatsoever to Executive pursuant to under this Agreement will become automatically terminated and completely extinguishedAgreement. In the event of Executive’s termination of employment by the Company for Cause, Executive will not agrees to continue to be entitled bound by the covenants set forth herein at Sections 7 through 13, subsequent to receive the Severance Package described date of such termination for such periods of time as provided for in subsection 7.2 belowsaid Sections respectively.
Appears in 1 contract
Termination for Cause by the Company. Although In the Company anticipates a mutually rewarding employment relationship with Executiveevent that Executive shall engage in any conduct which the CEO in his sole discretion shall determine to be “Cause,” as defined herein, the Company may terminate Executive’s employment immediately at any time for Causehe shall be subject to termination forthwith. For purposes of this Agreement, “Cause” is defined asCause shall mean engaging in or committing: (ai) acts any act which would constitute a felony or omissions constituting gross negligenceother act involving fraud, recklessness dishonesty, moral turpitude, unlawful conduct or willful misconduct on the part breach of Executive with respect to Executive’s obligations or otherwise relating to the business of the Companyfiduciary duty; (bii) a substantial breach of any acts or conduct by Executive that are materially adverse to the Company’s interests; (c) Executive’s material breach provision of this Agreement; (diii) willful or reckless misconduct in the performance of the Executive’s breach of the Company’s Confidential Information and Invention Assignment Agreement; (e) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude or that otherwise negatively impacts Executive’s ability to effectively perform Executive’s duties hereunder; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board of Directors; (g) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disabilityduties; or (hiv) Executive’s deaththe habitual neglect of duties; provided that such events in however, that, for purposes of clauses (biii) and (iv), (c) and/or (f) allegedly giving rise Cause shall not include any one or more of the following: bad judgment, negligence or any act or omission believed by the Executive in good faith to “Cause” shall be communicated have been in writing or not opposed to the interest of the Company (without any intent by the Executive and shall continue uncuredto gain, if curabledirectly or indirectly, a profit to which he was not legally entitled). If the Executive agrees to resign from his employment with the Company in lieu of being terminated for a period Cause, he may be deemed to have been terminated for Cause for purposes of at least this Agreement. Upon terminating the Executive for Cause, other than paying the Executive within 30 days thereafter. In the event Executive’s employment is terminated in accordance with this subsection 7.1, Executive shall be entitled to receive only Executive’s Base Salary then in effect, of such termination his: (i) unpaid base salary prorated to the date of termination and all benefits (ii) unpaid cash entitlements, if any, earned and accrued through pursuant to the terms of any applicable Company plan or program (which unpaid cash entitlements shall not include any unpaid Bonus or any unpaid long-term incentive cash award or other award under the Incentive Compensation Plan) prior to the date of termination (“Accrued Benefits”). All other the date of termination, the Company shall have no further obligations whatsoever to Executive pursuant to under this Agreement will become automatically terminated and completely extinguishedAgreement. In the event of Executive’s termination of employment by the Company for Cause, Executive will not agrees to continue to be entitled bound by the covenants set forth herein at Sections 7 through 13, subsequent to receive the Severance Package described date of such termination for such periods of time as provided for in subsection 7.2 belowsaid Sections respectively. The CEO shall, in his discretion but in consultation with the Board of Directors of CNAF, determine whether, in light of all surrounding circumstances, (i) any additional compensation should be paid to the Executive as a result of Executive being bound by the provisions of Section 9 hereinbelow in the event of his termination for Cause and (ii) any modification to the requirements of said Section 9 in relation to the Executive should be made.
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Termination for Cause by the Company. Although In the Company anticipates a mutually rewarding employment relationship with Executiveevent that Executive shall engage in any conduct which the Board in its sole discretion shall determine to be Cause, the Company may terminate Executive’s employment immediately at any time for Causehe shall be subject to termination forthwith. For purposes of this Agreement, “Cause” is defined asCause shall mean engaging in or committing: (ai) acts any act which would constitute a felony or omissions constituting gross negligenceother act involving fraud, recklessness dishonesty, moral turpitude, unlawful conduct or willful misconduct on breach of fiduciary duty; (ii) any conduct which is inconsistent with the part dignity and character of Executive with respect to Executive’s obligations or otherwise relating to the business an executive of the Company; (biii) a substantial breach of any acts or conduct by Executive that are materially adverse to the Company’s interests; (c) Executive’s material breach provision of this Agreement; (div) Executive’s breach a willful or reckless material misconduct in the performance of the Company’s Confidential Information and Invention Assignment Agreement; (e) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude or that otherwise negatively impacts Executive’s ability to effectively perform Executive’s duties hereunder; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board of Directors; (g) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability's duties; or (hv) Executive’s deaththe habitual neglect of duties; provided provided, however, that such events in for purposes of clauses (biv) and (v), (c) and/or (f) allegedly giving rise Cause shall not include any one or more of the following: bad judgment, negligence or any act or omission believed by the Executive in good faith to “Cause” shall be communicated have been in writing or not opposed to the interest of the Company (without any intent by the Executive and shall continue uncuredto gain, if curabledirectly or indirectly, a profit to which he was not legally entitled). If the Executive agrees to resign from his employment with the Company in lieu of being terminated for a period Cause, he may be deemed to have been terminated for Cause for purposes of at least this Agreement. Upon terminating the Executive for cause, other than paying the Executive within 30 days thereafter. In the event Executive’s employment is terminated in accordance with this subsection 7.1, Executive shall be entitled of such termination an amount equal to receive only Executive’s Base Salary then in effect, his: (i) unpaid base salary prorated to the date of termination termination; (ii) any previous year's earned but not paid Bonus; and all benefits (iii) unpaid cash entitlements earned and accrued through pursuant to the terms of the applicable Company plan or program prior to the date of termination (“Accrued Benefits”). All other the date of termination, the Company shall have no further obligations to Executive pursuant to under this Agreement will become automatically terminated and completely extinguishedAgreement. In the event of Executive’s termination of employment by the Company for Cause, Executive will not agrees to be entitled to receive bound by the Severance Package described in subsection 7.2 belowcovenants set forth herein at Sections 7, 8 and 10 through 13, effective as of the termination date.
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Termination for Cause by the Company. Although In the Company anticipates a mutually rewarding employment relationship with Executiveevent that Executive shall engage in any conduct which the CEO in his sole discretion shall determine to be "CAUSE," as defined herein, the Company may terminate Executive’s employment immediately at any time for Causehe shall be subject to termination forthwith. For purposes of this Agreement, “Cause” is defined asCause shall mean engaging in or committing: (ai) acts any act which would constitute a felony or omissions constituting gross negligenceother act involving fraud, recklessness dishonesty, moral turpitude, unlawful conduct or willful misconduct on the part breach of Executive with respect to Executive’s obligations or otherwise relating to the business of the Companyfiduciary duty; (bii) a substantial breach of any acts or conduct by Executive that are materially adverse to the Company’s interests; (c) Executive’s material breach provision of this Agreement; (diii) Executive’s breach a willful or reckless material misconduct in the performance of the Company’s Confidential Information and Invention Assignment Agreement; (e) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude or that otherwise negatively impacts Executive’s ability to effectively perform Executive’s duties hereunder; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board of Directors; (g) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability's duties; or (hiv) Executive’s deaththe habitual neglect of duties; provided that such events in however, that, for purposes of clauses (biii) and (iv), (c) and/or (f) allegedly giving rise Cause shall not include any one or more of the following: bad judgment, negligence or any act or omission believed by the Executive in good faith to “Cause” shall be communicated have been in writing or not opposed to the interest of the Company (without any intent by the Executive and shall continue uncuredto gain, if curabledirectly or indirectly, a profit to which he was not legally entitled). If the Executive agrees to resign from his employment with the Company in lieu of being terminated for a period Cause, he may be deemed to have been terminated for Cause for purposes of at least this Agreement. Upon terminating the Executive for Cause, other than paying the Executive within 30 days thereafter. In the event Executive’s employment is terminated in accordance with this subsection 7.1, Executive shall be entitled to receive only Executive’s Base Salary then in effect, of such termination his: (i) unpaid base salary prorated to the date of termination and all benefits (ii) unpaid cash entitlements, if any, earned and accrued through pursuant to the terms of any applicable Company plan or program (which unpaid cash entitlements shall not include any unpaid Bonus or any unpaid long-term incentive cash award or other award under the Incentive Compensation Plan) prior to the date of termination (“Accrued Benefits”). All other the date of termination, the Company shall have no further obligations whatsoever to Executive pursuant to under this Agreement will become automatically terminated and completely extinguishedAgreement. In the event of Executive’s termination of employment by the Company for Cause, Executive will not agrees to continue to be entitled bound by the covenants set forth herein at Sections 7 through 13, subsequent to receive the Severance Package described date of such termination for such periods of time as provided for in subsection 7.2 belowsaid Sections respectively.
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Termination for Cause by the Company. Although the Company anticipates a mutually rewarding employment relationship with Executive, the The Company may terminate ExecutiveEmployee’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: (ai) acts Employee’s willful and continued failure to substantially perform [his/her] duties and responsibilities, after prior written notice thereof and an opportunity to cure; (ii) Employee’s willful engaging in conduct which is materially injurious (monetarily or omissions otherwise) to the Company, including without limitation, misuse of Company funds or property; (iii) Employee’s conviction of a felony (other than a moving vehicle violation); or (iv) any other material breach by Employee of this Agreement or any confidentiality, noncompetition, nondisclosure and/or invention agreement with the Company which is materially injurious (monetarily or otherwise) to the Company. Notwithstanding the foregoing, the Company must notify Employee of any event constituting gross negligenceCause within 45 days following the Company’s knowledge of its existence or such event will not constitute Cause under this Agreement. For purposes of this Agreement, recklessness no act or willful misconduct failure to act, on the part of Executive with respect Employee, will be considered “willful” unless it is done, or omitted to Executivebe done, by Employee in bad faith or without reasonable belief that Employee’s obligations action or otherwise relating to omission was in the business best interests of the Company; (b) any acts . Employee’s employment will in no event be considered to have been terminated by the Company for Cause if the act or failure to act upon which such termination is based is an act or failure to act in respect of which Employee meets the applicable standard of conduct by Executive that are materially adverse to prescribed for indemnification or reimbursement or payment of expenses under the Company’s interests; (c) Executive’s material breach By-laws of this Agreement; (d) Executive’s breach the Company or the laws of the state of its incorporation or the directors’ and officers’ liability insurance of the Company’s Confidential Information and Invention Assignment Agreement; (e) Executive’s conviction , in each case as in effect at the time of such act or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude or that otherwise negatively impacts Executive’s ability failure to effectively perform Executive’s duties hereunder; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board of Directors; (g) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; or (h) Executive’s death; provided that such events in clauses (b), (c) and/or (f) allegedly giving rise to “Cause” shall be communicated in writing to the Executive and shall continue uncured, if curable, for a period of at least 30 days thereafteract. In the event Executivethat Employee’s employment is terminated in accordance with this subsection 7.1Section 6.1, Executive Employee shall be entitled to receive only Executivereceive, on Employee’s first regular payday following the Termination Date, a lump sum payment equal to the following: (i) any portion of Employee’s Base Salary then in effectthat has been earned but not yet paid as of the Termination Date, prorated and (ii) any accrued unused vacation as of the Termination Date, all of the foregoing to be less required withholding (clauses (i) and (ii) collectively, the date of termination and all benefits accrued through the date of termination (“Accrued Benefits”). All other Company obligations to Executive pursuant Employee, including but not limited to this Agreement any bonus as described in Section 4.2 and Severance (as defined in Section 6.2), will become automatically terminated terminate and be completely extinguished. In extinguished as of the event of Executive’s termination of employment by the Company for CauseTermination Date; provided, Executive will not however, Employee shall continue to be entitled to receive any accrued benefits under the Severance Package described in subsection 7.2 belowCompany’s benefit and welfare plans and to indemnification and continued coverage under the Company’s director and officer insurance policies (“D&O Policies”).
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Termination for Cause by the Company. Although the Company anticipates a mutually rewarding employment relationship with Executive, the The Company may terminate Executive’s employment immediately at any time the engagement of the Service Provider for Cause (as defined herein) by providing the Service Provider with written notice that the Service Provider is terminating for Cause. For purposes of this AgreementThe following, as determined by the Board in its reasonable judgment, shall constitute “Cause” is defined asfor termination: (ai) acts the Service Provider’s failure to perform (other than by reason of death or omissions constituting gross negligence, recklessness or willful misconduct disability on the part of Executive with respect to Executive’s obligations the Individual), or otherwise relating material negligence in performing, its duties and responsibilities to the business Company which is not cured within fifteen (15) days after the Company delivers to the Service Provider a written demand for performance that specifically identifies the actions or inactions constituting such failure; (ii) a material breach by the Service Provider of any provision of this Agreement which is not cured within fifteen (15) days after the Company delivers to the Service Provider a written demand for performance that specifically identifies the material breach; (iii) any act of dishonesty or misconduct, such as for example fraud, embezzlement or theft, by the Service Provider or the Individual in connection with the performance of its duties and responsibilities to the Company or any of its affiliates; (iv) other conduct by the Service Provider that is materially harmful to the business, interests or reputation of Company; or (bv) any acts or conduct by Executive that are materially adverse to the Company’s interests; (c) Executive’s material breach of this Agreement; (d) Executive’s breach of the Company’s Confidential Information and Invention Assignment Agreement; (e) ExecutiveIndividual’s conviction of, or entry of a plea of guilty or nolo contendere for fraud, misappropriation or embezzlement, or to (y) any felony or crime of moral turpitude (z) a misdemeanor involving dishonesty or that otherwise negatively impacts Executive’s ability to effectively perform Executive’s duties hereunder; fraud. If the Company terminates this Agreement for Cause, the Company shall pay the Service Provider (fA) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board of Directors; Monthly Fee (gor pro rata portion thereof) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; or (h) Executive’s death; provided that such events in clauses (b), (c) and/or (f) allegedly giving rise to “Cause” shall be communicated in writing to the Executive and shall continue uncured, if curable, for a period of at least 30 days thereafter. In the event Executive’s employment is terminated in accordance with this subsection 7.1, Executive shall be entitled to receive only Executive’s Base Salary then in effect, prorated to the date of termination and all benefits accrued through the date of termination termination, and (“Accrued Benefits”)B) any unreimbursed expenses in accordance with Section 2.2 above that were incurred up until the date of termination, but shall have no obligation to pay any other compensation to the Service Provider. All other Company obligations If the Service Provider is unable to Executive pursuant perform due to the Individual’s death or disability, this Agreement will become automatically terminated and completely extinguishedshall terminate upon ten (10) days’ notice. In Disability shall be defined as the event inability of Executive’s termination the Individual to perform his duties for a period of employment by the Company for Cause, Executive will not be entitled to receive the Severance Package described ten (10) business days in subsection 7.2 belowany given month.
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