Common use of Termination for Cause Clause in Contracts

Termination for Cause. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated at any time by the Company for Cause. As used in this Agreement “Cause” shall only mean (i) any action or omission of the Executive which constitutes a material breach of this Agreement, (ii) willful failure to perform the duties assigned to the Executive by the CEO or the Board, from time to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1, an act or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the Company. With respect to clause (i) and (ii) above, the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof).

Appears in 7 contracts

Samples: Employment Agreement (United Insurance Holdings Corp.), Employment Agreement (United Insurance Holdings Corp.), Employment Agreement (United Insurance Holdings Corp.)

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Termination for Cause. Notwithstanding anything contained in The Company may terminate this Agreement to the contrary, this Agreement may be terminated at any time by the Company for Cause. As used in this Agreement “Cause” shall only mean (i) any action or omission of the Executive which constitutes a material breach For purposes of this Agreement, “Cause” means: (iia) the willful and continued failure of the Executive to perform substantially the Executive’s duties assigned with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the CEO Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the Boardwillful engaging by the Executive in illegal conduct, from time to time; (iii) fraud, breach gross misconduct or a clearly established violation of fiduciary duty, embezzlement or misappropriation as against the Company’s written policies and procedures, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act in each case which is a felonymaterially and demonstrably injurious to the Company. For purposes of this Paragraph 4.1provision, an act or failure to act shall act, on the part of the Executive, will not be considered “willful” only if done unless it is done, or omitted to be done done, by the Executive in bad faith or without a good faith reasonable belief that such act the Executive’s action or failure to act omission was in the best interests of the Company. With respect Any act, or failure to clause (i) act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and (ii) abovein the best interests of the Company. In the event this Agreement is terminated for Cause, the Company shall will not have any obligation to provide any further payments or benefits to the Executive written notice after the effective date of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination pursuant of this Agreement will be deemed to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)occurred without Cause.

Appears in 7 contracts

Samples: Employment Agreement (Chesapeake Energy Corp), Employment Agreement (Chesapeake Energy Corp), Employment Agreement (Chesapeake Energy Corp)

Termination for Cause. Notwithstanding anything contained in this Agreement to the contrary, this Agreement Employer may be terminated terminate Employee’s employment at any time by “for cause” upon written notice to Employee, setting forth in reasonable detail the Company basis for Causethe determination of “for cause” (as defined herein). As used in this Agreement CauseFor cause” shall only mean be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (i2/3’s) any action or omission of the Executive which constitutes entire Board of Directors of the Bank at a material breach of this Agreementmeeting duly held and called for such purpose; and provided further, (ii) willful failure to perform the duties assigned to the Executive by the CEO or the Board, from time to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1, an act or failure to act that Employee shall be considered “willful” only if done or omitted given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be done without a good faith reasonable belief that heard before the Board of Directors at any such act or failure to act was in the best interests meeting. Termination under such circumstance shall be effective immediately upon receipt of the Companynotice by Employee, and the date on which the notice is received shall be deemed to be the Separation Date. With respect to clause (i) and (ii) above, In the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause event Employee is terminated pursuant to this Paragraph 4.1 Section, Employee shall be made entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in writing accordance with Employer’s policies and this Agreement or which are provided to ExecutiveEmployer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1provided however, the Company shall pay Employee will also be entitled to the Executive any unpaid Base Salary accrued through the Effective Date payment of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as in effect on the date of defined below) shall have occurred prior to Employee’s termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided abovethis Section 7.02, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)Section 7.04 shall continue to apply notwithstanding Employee’s subsequent termination.

Appears in 7 contracts

Samples: Employment Agreement (Farmers & Merchants Bancorp), Employment Agreement (Farmers & Merchants Bancorp), Employment Agreement (Farmers & Merchants Bancorp)

Termination for Cause. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated at any time by the Company for Cause. As used in this Agreement For “Cause” shall only mean upon the determination by a majority of the Company’s Board of Directors that “Cause” exists to terminate Executive’s employment. “Cause” means (i) any action Executive’s gross negligence, willful misconduct, or omission willful neglect in the performance of the material duties and services of Executive to the Company in his current Position (as set forth on Exhibit “A” or any Position to which constitutes a material breach of this Agreement, Executive has been promoted (provided Executive has accepted such promotion)); (ii) willful failure Executive’s final conviction of a felony by a trial court, or Executive’s entry of a plea of nolo contendere to perform the duties assigned to the Executive by the CEO or the Board, from time to timea felony charge; (iii) fraudany criminal indictment of Executive relating to an event or occurrence for which Executive was directly responsible which, breach in the business judgment of fiduciary duty, embezzlement or misappropriation as against a majority of the Company’s Board of Directors, exposes the Company to ridicule, shame or business or financial risk; or (iv) the conviction (from which no appeal can be taken) a material breach by Executive of Executive for any criminal act which is a felony. For purposes material provision of this Paragraph 4.1Agreement. If the Company terminates Executive’s employment for Cause, an act or failure to act Executive shall be considered entitled only to Executive’s (a) pro rata Monthly Base Salary (as defined in Exhibit willful” only if done or omitted A”) through the date of such termination, and (b) unused vacation days earned for the year prior to be done without a good faith reasonable belief that such act or failure the year in which Executive’s termination occurs, plus pro rata vacation days earned for the year in which Executive’s termination occurs (collectively, the “Accrued Payments”). All future compensation and benefits, other than benefits to act was in which Executive is entitled under the best interests terms of the Company’s compensation and/or benefit plans or applicable law, shall cease as of the date of such termination. With respect to clause In the case of a termination for Cause under subpart (i) and (ii) above, (a) all stock options previously granted by the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect that are vested on the date of termination for Cause shall, notwithstanding any contrary provision of employment under this Paragraph 4.1any applicable plan or agreement covering any such stock option awards, as well as any annual incentive bonuses pursuant remain outstanding and continue to Paragraph 2.2 hereof earned but not yet paid be exercisable for any completed full fiscal year immediately preceding a period of 30 days following the employment date of termination date. Except as provided abovefor Cause (or, if earlier, the expiration of their term), (b) all stock options previously granted by the Company to Executive that are not vested on the date of termination for Cause shall terminate immediately and (c) all restricted stock, restricted stock units and other awards that have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred not vested prior to the date of terminationtermination for Cause shall be cancelled immediately. In the case of a termination for Cause under subparts (ii), subject(iii) or (iv) above, however (y) all stock options previously granted by the Company to Executive (whether or not vested) shall terminate immediately and (z) all restricted stock, restricted stock units and other awards that have not vested prior to the provisions date of Paragraph 3.1 hereof)termination for Cause shall be cancelled immediately.

Appears in 7 contracts

Samples: Executive Severance Agreement (Us Concrete Inc), Executive Severance Agreement (Us Concrete Inc), Executive Severance Agreement (Us Concrete Inc)

Termination for Cause. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated at any time by the Company for Cause. As used in this Agreement For “Cause” shall only mean upon the determination by a majority of the Company’s Board of Directors that “Cause” exists to terminate Executive’s employment. “Cause” means (i) any action Executive’s gross negligence, willful misconduct, or omission willful neglect in the performance of the material duties and services of Executive to the Company in his current Position (as set forth on Exhibit “A” or any Position to which constitutes a material breach of this Agreement, Executive has been promoted (provided Executive has accepted such promotion); (ii) willful failure Executive’s final conviction of a felony by a trial court, or Executive’s entry of a plea of nolo contendere to perform the duties assigned to the Executive by the CEO or the Board, from time to timea felony charge; (iii) fraudany criminal indictment of Executive relating to an event or occurrence for which Executive was directly responsible which, breach in the business judgment of fiduciary duty, embezzlement or misappropriation as against a majority of the Company’s Board of Directors, exposes the Company to ridicule, shame or business or financial risk; or (iv) the conviction (from which no appeal can be taken) a material breach by Executive of Executive for any criminal act which is a felony. For purposes material provision of this Paragraph 4.1Agreement. If the Company terminates Executive’s employment for Cause, an act or failure to act Executive shall be considered entitled only to Executive’s (a) pro rata Monthly Base Salary (as defined in Exhibit willful” only if done or omitted A”) through the date of such termination, and (b) unused vacation days earned the year prior to be done without a good faith reasonable belief that such act or failure the year in which Executive’s termination for Cause occurs, plus pro rata vacation days earned for the year in which Executive’s termination for Cause occurs. All future compensation and benefits, other than benefits to act was in which Executive is entitled under the best interests terms of the Company’s compensation and/or benefit plans, shall cease as of the date of such termination. With respect to clause In the case of a termination for Cause under subpart (i) and (ii) above, (a) all stock options previously granted by the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect that are vested on the date of termination for Cause shall, notwithstanding any contrary provision of employment under this Paragraph 4.1any applicable plan or agreement covering any such stock option awards, as well as any annual incentive bonuses pursuant remain outstanding and continue to Paragraph 2.2 hereof earned but not yet paid be exercisable for any completed full fiscal year immediately preceding a period of 90 days following the employment date of termination date. Except as provided abovefor Cause (or, if earlier, the expiration of their term), (b) all stock options previously granted by the Company to Executive that are not vested on the date of termination for Cause shall terminate immediately and (c) all restricted stock, restricted stock units and other awards that have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred not vested prior to the date of termination, subject, however termination for Cause shall be cancelled to the provisions extent not then vested. In the case of Paragraph 3.1 hereofa termination for Cause under subparts (ii), (iii) or (iv) above, (y) all stock options previously granted by the Company to Executive (whether or not vested) shall terminate immediately and (z) all restricted stock, restricted stock units and other awards that have not vested prior to the date of termination for Cause shall be cancelled to the extent not then vested.

Appears in 6 contracts

Samples: Executive Severance Agreement (Us Concrete Inc), Executive Severance Agreement (Us Concrete Inc), Executive Severance Agreement (Us Concrete Inc)

Termination for Cause. Notwithstanding anything contained in this Agreement to The Company may terminate the contrary, this Agreement may be terminated at any time by the Company Executive's employment hereunder for Cause. As used in this Agreement “Cause” shall only mean (i) any action or omission of the Executive which constitutes a material breach For purposes of this Agreement, the Executive shall be considered to be terminated for "Cause" only upon (i) the conviction of the Executive of a felony under the laws of the United States or any state thereof, whether or not appeal is taken, (ii) willful failure to perform the duties assigned to conviction of the Executive by for a violation of criminal law involving the CEO or the BoardCompany and its business, from time to time; (iii) fraudthe willful misconduct of the Executive, breach of fiduciary dutyor the willful or continued failure by the Executive (except as provided in Section 6(e) hereof) to substantially perform his duties hereunder, embezzlement or misappropriation as against in either case which has a material adverse effect on the Company, ; or (iv) the conviction (from which no appeal can be taken) willful fraud or material dishonesty of the Executive for any criminal act which is a felony. For purposes in connection with his performance of this Paragraph 4.1, an act or failure duties to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the Company. With respect However, in no event shall the Executive's employment be considered to clause have been terminated for "Cause" unless and until the Executive receives a copy of a resolution adopted by the Board finding that, in the good faith opinion of the Board, the Executive is guilty of acts or omissions constituting Cause, which resolution has been duly adopted by an affirmative vote of a majority of the Board, excluding the Executive and any individual alleged to have participated in the acts constituting "Cause." Any such vote shall be taken at a meeting of the Board called and held for such purpose, after reasonable written notice is provided to the Executive setting forth in reasonable detail the facts and circumstances claimed to provide a basis of termination for Cause and the Executive is given an opportunity, together with counsel, to be heard before the Board. The Executive shall have the opportunity to cure any such acts or omissions (other than items (i) and or (ii) above, ) within 15 days of the Executive's receipt of such resolution. The foregoing shall not limit the right of the Company shall provide to suspend the Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which from his day-to-day responsibilities with the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, pending the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms completion of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)notice and cure procedures.

Appears in 6 contracts

Samples: Employment Agreement (Cumulus Media Inc), Employment Agreement (Carribean Communications Co LTD), Employment Agreement (Cumulus Media Inc)

Termination for Cause. Notwithstanding anything contained The Executive’s employment hereunder may be terminated for cause as hereinafter defined. “Cause” shall mean: (i) the Executive’s death; (ii) a material violation by the Executive of any applicable material law or regulation respecting the business of the Employer; (iii) the Executive being found guilty of a felony or an act of dishonesty in this Agreement connection with the performance of his duties as an officer of the Employer, or which disqualifies the Executive from serving as an officer or director of the Employer; or (iv) the willful or negligent failure of the Executive to the contrary, perform his duties hereunder in any material respect. Executive’s employment under this Agreement may be terminated at immediately for any time by the Company for Cause. As used in this Agreement “Cause” shall only mean (i) any action or omission of the Executive which constitutes a material breach of this Agreement, (ii) willful failure to perform the duties assigned to the Executive by the CEO or the Board, from time to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the Company, or cause except under (iv) the conviction (from which no appeal can be taken) of above. The Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1, an act or failure to act shall be considered “willful” only if done or omitted entitled to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the Company. With respect to clause at least thirty (i30) and (ii) above, the Company shall provide Executive days’ prior written notice of the alleged violation and allow Executive ten Employer’s intention to terminate his employment under (10iv) business days to cure above, specifying the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Board his position regarding any dispute relating to the existence of such cause. Upon Executive’s termination for Cause, the Employer shall have no obligations to Executive other than payment, within thirty (30) days, of (A) such Base Salary and vacation pay (for unused vacation days in accordance with the Employer’s policies and practices with respect to vacation pay) as shall have accrued and remains unpaid through the effective date of the termination, (B) Bonuses previously determined by the Compensation Committee for any termination prior fiscal year(s) that remain unpaid, (C) all accrued and unused sick days, and (D) reimbursement for previously incurred expenses eligible for reimbursement pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date Employer’s policies and practices concerning reimbursement of termination specified in such noticeexpenses. In addition, the Company Executive shall pay any benefitsalso have such rights to payments, if any, owed to Executive as are provided under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided aboveDeferred Compensation Plan, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior Amended and Restated Life Insurance Agreement entered into by and between the Employer and Executive and as amended from time to time and such retirement plans under which Executive participated at the date time of his termination, subject, however to the provisions of Paragraph 3.1 hereof).

Appears in 6 contracts

Samples: Employment Agreement (West Suburban Bancorp Inc), Employment Agreement (West Suburban Bancorp Inc), Employment Agreement (West Suburban Bancorp Inc)

Termination for Cause. Notwithstanding anything contained in this Agreement to the contrary, this Agreement The Corporation may be terminated at any time by the Company upon written notice to Executive terminate Executive’s employment for Cause. As used in this Agreement “Cause” shall only mean (i) any action or omission of the Executive which constitutes a material breach For purposes of this Agreement, the following shall constitute “Cause”: (i) the willful and repeated failure of Executive to perform any material duties hereunder or gross negligence of Executive in the performance of such duties, and if such failure or gross negligence is susceptible of cure by Executive, the failure to effect such cure within 20 days after written notice of such failure or gross negligence is given to Executive; (ii) willful failure to perform excessive use of alcohol or illegal drugs interfering with the performance of Executive’s duties assigned to the Executive by the CEO or the Board, from time to timehereunder; (iii) theft, embezzlement, fraud, breach misappropriation of fiduciary dutyfunds, embezzlement other acts of dishonesty or misappropriation as against the Company, or violation of any law relating to Executive’s employment; (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is of a felony; or (v) the breach by Executive of any other material provision of this Agreement, and if such breach is susceptible of cure by Executive, the failure to effect such cure within 30 days after written notice of such breach is given to Executive. For purposes of this Paragraph 4.1Agreement, an act or failure to act action shall be considered “willful” only if it is done intentionally, purposely or omitted knowingly, distinguished from an act done carelessly, thoughtlessly or inadvertently. In any such event, Executive shall be entitled to be done without a receive his base salary to and including the date of termination. Should Executive in good faith reasonable belief that dispute his termination for cause, he shall give prompt written notice thereof to the Corporation, in which event such act dispute shall be submitted to and determined by arbitration in Washington, DC, before an arbitrator appointed pursuant to the rules of the American Arbitration Association (the “Arbitrator”). Such arbitration shall be conducted in accordance with the rules then obtaining of the American Arbitration Association. Any award or failure to act was decision of the Arbitrator shall be conclusive in the best interests absence of fraud and judgment thereon may be entered in any court having jurisdiction thereof. The costs of such arbitration shall be borne by the Companyparty against whom any award or decision is rendered. With respect Executive shall not be entitled to clause (i) and (ii) above, the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days receive any compensation for periods subsequent to cure the violation. Any termination for Cause his dismissal pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)14.

Appears in 6 contracts

Samples: Employment Agreement (Airbee Wireless, Inc.), Employment Agreement (Airbee Wireless, Inc.), Employment Agreement (Airbee Wireless, Inc.)

Termination for Cause. Notwithstanding anything contained in this Agreement Executive shall not have the right to the contrary, this Agreement may be terminated at any time by the Company receive termination benefits pursuant to Section 5 hereof upon termination for Cause. As used herein, “Cause shall mean termination because of Executive’s: (1) material act of dishonesty in this Agreement “Cause” shall only mean (i) any action or omission performing Executive’s duties on behalf of the Executive which constitutes Company and the Bank or a material breach of this Agreementthe Bank’s Code of Conduct or Sexual and Other Non-Harassment Policy; (2) willful misconduct that in the judgment of the Board or the Bank Chief Executive Officer will likely cause economic damage to the Company and the Bank or injury to the business reputation of the Company and the Bank; (3) incompetence, (ii4) willful breach of fiduciary duty involving personal profit; (5) intentional failure to perform stated duties after written notice thereof from the duties assigned Board; or (6) willful violation of any law, rule or regulation (other than traffic violations or similar offenses) that reflect adversely on the reputation of the Company and the Bank, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order. Notwithstanding the foregoing, prior to a Change in Control, Executive’s termination for Cause will not become effective unless the Chief Executive Officer of the Bank has delivered to Executive a copy of a Notice of Termination, in accordance with Section 6 hereof. Following a Change in Control, Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to him a Notice of Termination which shall include a copy of a resolution duly adopted by the CEO or affirmative vote of not less than a majority of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, from time to time; (iii) fraud, breach Executive was guilty of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1, an act or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the Company. With respect to clause (i) and (ii) above, the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination conduct justifying Termination for Cause pursuant to this Paragraph 4.1 shall be made and specifying the particulars thereof in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)detail.

Appears in 6 contracts

Samples: Control Agreement (Legacy Bancorp, Inc.), Control Agreement (Legacy Bancorp, Inc.), Control Agreement (Legacy Bancorp, Inc.)

Termination for Cause. Notwithstanding anything contained in SCS may immediately terminate this Agreement to the contrary, this Agreement may be terminated at for cause if it determines that any time by the Company for Cause. As used in this Agreement “Cause” shall only mean (i) any action or omission of the Executive which constitutes following circumstances have occurred: (a) The Contractor is adjudged bankrupt or has made a material breach general assignment for the benefit of its creditors; (b) All or a part of the Services have been abandoned; (c) Contractor has violated of any of the provisions of this Agreement. Any such occurrence may constitute a breach permitting SCS to declare this Agreement in default and to exercise any and all applicable rights and remedies, including but not limited to, termination of the Agreement, suspension and debarment from future contracting opportunities, and withholding and/or forfeiture of compensation due and owing on any contract between the parties. General Indemnity. It is expressly agreed that SCS will not assume liability for any injury (iiincluding death) willful failure to perform any persons or damage to any property arising out of the duties assigned acts or omissions of the above named Contractor. Further, to the Executive extent permitted by the CEO or the Boardlaw, Contractor will defend, indemnify and hold SCS harmless from time to time; (iii) fraudany and all demands, breach of fiduciary dutyclaims, embezzlement or misappropriation as suits, actions and legal proceedings brought against the CompanySCS, its board members, officers, employees or (iv) the conviction (from which no appeal can be taken) agents arising out of Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1, an act alleged acts or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was omissions by Contractor in the best interests course of the Company. With respect performing Services to clause (i) and (ii) above, the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause SCS pursuant to this Paragraph 4.1 Agreement. The foregoing provisions shall include, but not be made limited to, any judgments, awards, settlements, reasonable attorney fees, and costs and expenses incurred by SCS in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance connection with the terms defense of such plan as in effect on any actual or threatened action, proceeding or claim. Patent Indemnification. Contractor warrants that any goods or Services furnished hereunder do not infringe or violate any United State or Canadian patent, trademark, copyright, trade secret or other proprietary right of any third party; that it shall defend all suits that may arise with respect thereto; and that it shall indemnify, defend, save and hold harmless SCS, its officials, employees, agents from and against all liability, suits, claims, costs or expenses, including without limitation attorney and expert witness fees, for or by reason of any actual or alleged claim of infringement. This indemnification shall survive the date of expiration or termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)Agreement.

Appears in 6 contracts

Samples: Agreement for Hvac Repair Services, Agreement for Hvac Repair Services, Agreement for Hvac Repair Services

Termination for Cause. Notwithstanding anything contained in (a) NRE may terminate this Agreement Agreement, effective upon 60 days’ prior written notice of termination from the Board of Directors to the contrary, this Agreement may be terminated at any time by the Company for Cause. As used in this Agreement “Cause” shall only mean Asset Manager if (i) Asset Manager engages in any action act of fraud, misappropriation of funds, or omission embezzlement against NRE or any of the Executive which constitutes a material breach of this Agreement, its subsidiaries; (ii) willful failure Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case, if it has a Material Adverse Effect on NRE and, with respect to perform a breach in bad faith or gross negligence, if the duties assigned effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days of Asset Manager’s receipt of the written notice (or 90 days if Asset Manager takes steps to the Executive by the CEO or the Board, from time to timereverse such effects within 30 days of written notice); (iii) fraudthere is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, breach of fiduciary duty, embezzlement including an order for relief in an involuntary bankruptcy case or misappropriation as against the Company, Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which there is a felony. For purposes dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Paragraph 4.1Agreement caused or will cause NRE to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRE to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an act Affiliate or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was permitted assignee, the events in the best interests of the Company. With respect to clause (iiii) and (iiiv) above, the Company with respect to such assignee shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any not constitute grounds for termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)by NRE.

Appears in 6 contracts

Samples: Asset Management Agreement (Colony NorthStar, Inc.), Asset Management Agreement (NorthStar Realty Europe Corp.), Asset Management Agreement (NorthStar Asset Management Group Inc.)

Termination for Cause. Notwithstanding anything contained in this Agreement to For "Cause" upon the contrary, this Agreement may be terminated at any time determination by the Company for that "Cause" exists to terminate Executive's employment. As used in this Agreement “"Cause” shall only mean " means (i) any action Executive's gross negligence, willful misconduct, or omission willful neglect in the performance of the material duties and services of Executive which constitutes a material breach hereunder, uncorrected for thirty (30) days following the Company's written notice to Executive of this Agreement, need to cure such performance; (ii) willful failure to perform the duties assigned to the Executive Executive's final conviction of a felony by the CEO or the Board, from time to timea trial court; (iii) fraudany criminal indictment of Executive relating to an event or occurrence for which Executive was directly responsible which, breach in the business judgment of fiduciary duty, embezzlement or misappropriation as against a majority of the Company's board of directors, exposes the Company to ridicule, shame or business or financial risk; or (iv) the conviction (from which no appeal can be taken) a material breach by Executive of Executive for any criminal act which is a felony. For purposes material provision of this Paragraph 4.1Agreement which remains uncorrected for 30 days following the Company's written notice to Executive of such breach. If the Company terminates Executive's employment for Cause, an act or failure to act Executive shall be considered “willful” entitled only if done or omitted to be done without a good faith reasonable belief that Executive's pro rata salary through the date of such act or failure termination, and all future compensation and benefits, other than benefits to act was in which Executive is entitled under the best interests terms of the Company's compensation and/or benefit plans, shall cease. With respect to clause In the case of a termination for Cause under subpart (i) and (ii) above, (a) all stock options previously granted by the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect that are vested on the date of termination for Cause shall, notwithstanding any contrary provision of employment under this Paragraph 4.1any applicable plan or agreement covering any such stock option awards, as well as any annual incentive bonuses pursuant remain outstanding and continue to Paragraph 2.2 hereof earned but not yet paid be exercisable for any completed full fiscal year immediately preceding a period of 90 days following the employment date of termination date. Except as provided abovefor Cause, (b) all stock options previously granted by the Company to Executive that are not vested on the date of termination for Cause shall terminate immediately and (c) all restricted stock, restricted stock units and other awards that have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred not vested prior to the date of termination, subject, however termination for Cause shall be cancelled to the provisions extent not then vested. In the case of Paragraph 3.1 hereofa termination for Cause under subparts (ii), (iii) or (iv) above, (y) all stock options previously granted by the Company to Executive (whether or not vested) shall terminate immediately and (z) all restricted stock, restricted stock units and other awards that have not vested prior to the date of termination for Cause shall be cancelled to the extent not then vested.

Appears in 5 contracts

Samples: Employment Agreement (Us Concrete Inc), Employment Agreement (Us Concrete Inc), Employment Agreement (Us Concrete Inc)

Termination for Cause. Notwithstanding anything contained The Executive’s employment hereunder may be terminated for Cause (as hereinafter defined). “Cause” shall mean: (i) the Executive’s death; (ii) a material violation by the Executive of any applicable material law or regulation respecting the business of the Employer; (iii) the Executive being found guilty of a felony or an act of dishonesty in this Agreement connection with the performance of his duties as an officer of the Employer, or which disqualifies the Executive from serving as an officer or director of the Employer; or (iv) the willful or negligent failure of the Executive to the contrary, perform his duties hereunder in any material respect. The Executive’s employment under this Agreement may be terminated at immediately for any time by the Company for Cause. As used in this Agreement “Cause” shall only mean (i) any action or omission of the Executive which constitutes a material breach of this Agreement, (ii) willful failure to perform the duties assigned to the Executive by the CEO or the Board, from time to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the Company, or Cause except under (iv) the conviction (from which no appeal can be taken) of above. The Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1, an act or failure to act shall be considered “willful” only if done or omitted entitled to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the Company. With respect to clause at least thirty (i30) and (ii) above, the Company shall provide Executive days’ prior written notice of the alleged violation and allow Executive ten Employer’s intention to terminate his employment under (10iv) business days to cure above, specifying the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Board his position regarding any dispute relating to the existence of such Cause. Upon any the Executive’s termination pursuant to this Paragraph 4.1for Cause, the Company Employer shall pay have no obligations to the Executive any unpaid other than payment, within thirty (30) days, of: (A) such Base Salary and vacation pay (for unused vacation days in accordance with the Employer’s policies and practices with respect to vacation pay) as shall have accrued and remains unpaid through the Effective Date effective date of termination specified in such noticethe termination; (B) Bonuses previously determined by the Compensation Committee for any prior fiscal year(s) that remain unpaid; (C) all accrued and unused sick days; and (D) reimbursement for previously incurred expenses eligible for reimbursement pursuant to the Employer’s policies and practices concerning reimbursement of expenses. In addition, the Company Executive shall pay any benefitsalso have such rights to payments, if any, owed to Executive as are provided under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of the Deferred Compensation Plan, the Amended and Restated Life Insurance Agreement entered into by and between the Employer and the Executive and as amended from time to time and such plan as in effect on retirement plans under which the date Executive participated at the time of the termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)his employment.

Appears in 5 contracts

Samples: Employment Agreement (West Suburban Bancorp Inc), Employment Agreement (West Suburban Bancorp Inc), Employment Agreement (West Suburban Bancorp Inc)

Termination for Cause. Notwithstanding anything contained in this Agreement to the contrary, this Agreement The Company may be terminated at any time by written notice to the Company Executive terminate the Term of the Executive’s employment hereunder for Cause. As used in this Agreement “Cause” Cause and the Executive shall only mean have no right to receive any compensation or benefit hereunder on and after the effective date of such notice except for the payment or provision, as applicable, of (i) any action or omission the portion of the Executive which constitutes a material breach Base Salary for periods prior to the effective date of this Agreementtermination accrued but unpaid (if any), (ii) willful failure all unreimbursed expenses for which Executive is otherwise entitled to perform the duties assigned reimbursement pursuant to the Executive by the CEO or the BoardSection 3.5 (if any), from time to time; and (iii) fraudother payments, breach of fiduciary duty, embezzlement entitlements or misappropriation as against the Company, or benefits (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1, an act or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the Company. With respect to clause (i) and (ii) above, the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any), owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of the applicable plans, programs, arrangements or other agreements of the Company or any affiliate thereof (other than any severance plan or policy) as to which the Executive held rights to such plan payments, entitlements or benefits, whether as in effect a participant, beneficiary or otherwise, on the date of termination (“Other Benefits”). For purposes hereof, the term “Cause” shall mean; (a) conviction of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid the Executive for any completed full fiscal year immediately preceding crime constituting a felony in the employment termination date. Except as provided abovejurisdiction in which committed, or for any other criminal act against the Company shall have no further liability hereunder or its subsidiaries involving dishonesty or willful misconduct intended to injure the Company or its subsidiaries (other than whether or not a felony and whether or not criminal proceedings are initiated); (b) failure or refusal of the Executive in any material respect to perform the duties of Executive’s employment or to follow the lawful and proper directives of the Company’s Chief Executive Officer, provided such duties or directives are consistent with this Agreement and such failure or refusal continues uncured for reimbursement for reasonable business expenses incurred prior a period of thirty (30) days after written notice thereof specifying the nature of such failure or refusal and requesting that it be cured is given by the Company to the date Executive; (c) breach by the Executive of termination, subject, however to the provisions of Paragraph 3.1 hereof)Sections 5.1, 5.2, 5.3, 5.4, or 5.5; or (d) any willful or intentional act of the Executive committed for the purpose, or having the reasonably foreseeable effect, of injuring the Company, its subsidiaries or their business or reputation or of improperly or unlawfully converting for the Executive’s own personal benefit any property of the Company or the subsidiaries.

Appears in 5 contracts

Samples: Employment Agreement (Lovesac Co), Employment Agreement (Lovesac Co), Employment Agreement (Lovesac Co)

Termination for Cause. Notwithstanding anything contained in this Agreement to Upon the contrary, this Agreement may be terminated at any time termination of Executive’s employment by the Company for Cause. As used in this Agreement “Cause” shall only mean Cause (i) any action or omission of the Executive which constitutes a material breach of this Agreement, (ii) willful failure to perform the duties assigned to the Executive by the CEO or the Board, from time to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1, an act or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the Company. With respect to clause (i) and (ii) above, the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided abovedefined below), the Company shall have no further liability hereunder obligation hereunder, except for the payment of any Accrued Obligations (as defined in paragraph 1(f) below). As used herein, “Cause” shall mean: (i) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by Executive; provided, however, that after indictment, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other than way the Company’s obligations under this Agreement; provided, further, that Executive’s employment shall be immediately reinstated if the indictment is dismissed or otherwise dropped and there is not otherwise grounds to terminate Executive’s employment for reimbursement Cause; (ii) a material breach by Executive of a fiduciary duty owed to the Company, provided that the Reporting Officer determines, in his/her good faith discretion, that such material breach undermines his/her confidence in Executive’s fitness to continue in his position, as evidenced in writing from the Reporting Officer (it being understood that the determination as to whether such material breach occurred is not in the good faith discretion of the Reporting Officer); (iii) a material breach by Executive of any of the covenants made by Executive in Section 2 hereof, provided, however, that in the event such material breach is curable, Executive shall have failed to remedy such material breach within ten (10) days of Executive having received a written demand for cure by the Reporting Officer, which demand specifically identifies the manner in which the Company believes that Executive has materially breached any of the covenants made by Executive in Section 2 hereof; (iv) Executive’s continued willful or gross neglect of the material duties required by this Agreement following receipt of written notice signed by the Reporting Officer which specifically identifies the nature of such willful or gross neglect and a reasonable business expenses incurred opportunity to cure, (v) a knowing and material violation by Executive of any material Company policy pertaining to ethics, wrongdoing or conflicts of interest, and (vi) any act or omission which occurred prior to the date of termination, subject, however to Effective Date and which would have constituted “Cause” under the provisions of Paragraph 3.1 hereofprevious employment agreement between Executive and the Company (the “Previous Employment Agreement”).

Appears in 4 contracts

Samples: Employment Agreement (Iac/Interactivecorp), Employment Agreement (Iac/Interactivecorp), Employment Agreement (Iac/Interactivecorp)

Termination for Cause. Notwithstanding anything contained in this Agreement to The Board may terminate the contrary, this Agreement may be terminated at any time Executive’s employment by the Company Companies under this agreement for Cause. As used in cause; however, for purposes of this Agreement agreement Causecause” shall mean only mean (i) any action the Executive’s confession or omission conviction of the Executive which constitutes a material breach of this Agreementtheft, fraud, embezzlement, or other crime involving dishonesty, (ii) willful failure to perform the duties assigned to the Executive Executive’s excessive absenteeism (other than by the CEO reason of physical injury, disease, or the Boardmental illness) without a reasonable justification, from time to time; (iii) fraudmaterial violation by the Executive of the provisions of Paragraph 11, breach of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) habitual and material negligence by the conviction Executive in the performance of his duties and responsibilities under or pursuant to this agreement and failure on the part of the Executive to cure such negligence within twenty (20) days after his receipt of a written notice from which no appeal can be takenthe Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such negligence, (v) of material non-compliance by the Executive for any criminal act which is a felony. For purposes of this with his obligations under Paragraph 4.1, an act or 9 and failure to act shall be considered “willful” only if done correct such non-compliance within twenty (20) days after his receipt of a written notice from the Board or omitted the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such non-compliance, (vi) material failure by the Executive to be done without comply with a good faith reasonable belief that such act lawful directive of the Board or the Chief Executive Officer of CSGS and failure to act was cure such non-compliance within twenty (20) days after his receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the best interests particulars of such non-compliance, (vii) a material breach by the Company. With respect Executive of any of his fiduciary duties to clause (i) and (ii) abovethe Companies and, if such breach is curable, the Company shall provide Executive written notice of the alleged violation and allow Executive Executive’s failure to cure such breach within ten (10) days after his receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such breach, or (viii) willful misconduct or fraud on the part of the Executive in the performance of his duties under this agreement. In no event shall the results of operations of the Companies or any business days to cure judgment made in good faith by the violationExecutive constitute an independent basis for termination for cause of the Executive’s employment under this agreement. Any termination of the Executive’s employment for Cause pursuant to this Paragraph 4.1 shall cause must be made in writing to authorized by a majority vote of the Board taken not later than nine (9) months after a majority of the members of the Board (other than the Executive, which notice shall set forth in detail all acts ) have actual knowledge of the occurrence of the event or omissions upon which conduct constituting the Company is relying cause for such termination. Upon any termination pursuant to this Paragraph 4.1, If the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of Executive’s employment under this Paragraph 4.1agreement is terminated by the Board for cause, as well as any annual incentive bonuses pursuant then the Executive shall be entitled to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding receive the employment termination date. Except as provided above, following compensation and benefits from the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof).Companies:

Appears in 4 contracts

Samples: Employment Agreement (CSG Systems International Inc), Employment Agreement (CSG Systems International Inc), Employment Agreement (CSG Systems International Inc)

Termination for Cause. Notwithstanding anything contained in this Agreement to The Employer may terminate the contrary, this Agreement may be terminated Executive’s employment at any time by the Company for Cause, after providing Executive with at least 30 days’ notice of such proposed termination and 15 days to remedy the alleged defect. As used in In this Agreement Agreement, “Cause” shall only mean (i) means the willful and continued failure by the Executive to substantially perform, or otherwise properly carry out, the Executive’s duties on behalf of RBA Pubco or an affiliate, or to follow, in any action material respect, the lawful policies, procedures, instructions or omission directions of the Executive which constitutes a material breach of this AgreementEmployer or any applicable affiliate (other than any such failure resulting from the Executive’s disability or incapacity due to physical or mental illness), (ii) willful failure to perform the duties assigned to or the Executive by the CEO willfully or the Boardintentionally engaging in illegal or fraudulent conduct, from time to time; (iii) fraudfinancial impropriety, intentional dishonesty, breach of fiduciary duty, embezzlement duty of loyalty or misappropriation as against the Company, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal similar intentional act which is a felonymaterially injurious RBA Pubco or an affiliate, or which may have the effect of materially injuring the reputation, business or business relationships of the Employer or an affiliate, or any other act or omission constituting cause for termination of employment without notice or pay in lieu of notice at common law. For the purposes of this Paragraph 4.1definition, an act no act, or failure to act act, on the part of an Executive shall be considered “willful” only if done unless done, or omitted to be done done, by the Executive in bad faith and without a good faith reasonable belief that such act the Executive’s action or failure to act was in omissions were in, or not opposed to, the best interests of the CompanyEmployer and its affiliates. With In the event of termination for Cause, the rights of the Executive with respect to clause any performance share units (i“PSUs”) or stock options granted pursuant to the Employer’s Performance Share Unit Plan (the “PSU Plan”) and stock option plan (ii) abovethe “Option Plan”), the Company shall provide Executive written notice of the alleged violation respectively, and allow Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall any and all PSU and stock option grant agreements, will be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination governed pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of the PSU Plan, Option Plan and respective grant agreements for such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)PSUs and stock options.

Appears in 4 contracts

Samples: Employment Agreement (Ritchie Bros Auctioneers Inc), Employment Agreement (Ritchie Bros Auctioneers Inc), Employment Agreement (Ritchie Bros Auctioneers Inc)

Termination for Cause. Notwithstanding anything contained in this Agreement to The Company may terminate the contrary, this Agreement may be terminated at Executive’s employment immediately for Cause for any time by of the Company for Cause. As used in this Agreement “Cause” shall only mean following reasons: (i) any action an act or omission acts of dishonesty or fraud on the part of the Executive resulting or intended to result directly or indirectly in substantial gain or personal enrichment to which constitutes the Executive was not legally entitled at the expense of the Company or any of its subsidiaries; (ii) a willful material breach by the Executive of his duties or responsibilities under this Agreement resulting in demonstrably material injury to the Company or any of its subsidiaries; (iii) the Executive’s conviction of a felony or any crime involving moral turpitude, (iv) habitual neglect or insubordination (defined as refusal to execute or carry out directions from the Board or its duly appointed designees) where the Executive has been given written notice of the acts or omissions constituting such neglect or insubordination and the Executive has failed to cure such conduct, where susceptible to cure, within thirty days following such notice, or (v) a material breach by the Executive of this Agreementany of his obligations under the Confidentiality and Non-Compete Agreement executed by the Executive and attached hereto as Exhibit A. The Company shall exercise its right to terminate the Executive’s employment for Cause by giving the Executive written notice of termination specifying in reasonable detail the circumstances constituting such Cause. In the event of such termination of the Executive’s employment for Cause, the Executive shall be entitled to receive only (i) his base salary earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) willful failure to perform the duties assigned any other compensation and benefits to the Executive extent actually earned by the CEO Executive under any other benefit plan or program of the BoardCompany as of the date of such termination of employment, from such compensation and benefits to be paid and at the normal time to time; for payment of such compensation and benefits and (iii) fraud, breach any reimbursement of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) the conviction (from which no appeal can Business Expenses. The Executive will not be taken) of Executive for any criminal act which is entitled to a felony. For purposes of this Paragraph 4.1, an act or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the Company. With respect to clause (i) and (ii) above, the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)bonus payment.

Appears in 4 contracts

Samples: Severance Agreement (Lydall Inc /De/), Severance Agreement (Lydall Inc /De/), Severance Agreement (Lydall Inc /De/)

Termination for Cause. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated at any time by the Company for Cause. As used in this Agreement For “Cause” shall only mean upon the determination by a majority of the Company’s Board of Directors that “Cause” exists to terminate Executive’s employment. “Cause” means (i) any action Executive’s gross negligence, willful misconduct, or omission willful neglect in the performance of the material duties and services of Executive to the Company in his current Position (as set forth on Exhibit “A” or any Position to which constitutes a material breach of this Agreement, Executive has been promoted (provided Executive has accepted such promotion)); (ii) willful failure Executive’s final conviction of a felony by a trial court, or Executive’s entry of a plea of nolo contendere to perform the duties assigned to the Executive by the CEO or the Board, from time to timea felony charge; (iii) fraudany criminal indictment of Executive relating to an event or occurrence for which Executive was directly responsible which, breach in the business judgment of fiduciary duty, embezzlement or misappropriation as against a majority of the Company’s Board of Directors, exposes the Company to ridicule, shame or business or financial risk; or (iv) the conviction (from which no appeal can be taken) a material breach by Executive of Executive for any criminal act which is a felony. For purposes material provision of this Paragraph 4.1Agreement. If the Company terminates Executive’s employment for Cause, an act or failure to act Executive shall be considered entitled only to Executive’s (a) pro rata Monthly Base Salary (as defined in Exhibit willful” only if done or omitted A”) through the date of such termination, and (b) unused vacation days for the year in which Executive’s termination occurs (the “Accrued Payment”). All future compensation and benefits, other than benefits to be done without a good faith reasonable belief that such act or failure to act was in which Executive is entitled under the best interests terms of the Company’s compensation and/or benefit plans or applicable law, shall cease as of the date of such termination. With respect to clause In the case of a termination for Cause under subpart (i) and (ii) above, (a) all stock options previously granted by the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect that are vested on the date of termination for Cause shall, notwithstanding any contrary provision of employment under this Paragraph 4.1any applicable plan or agreement covering any such stock option awards, as well as any annual incentive bonuses pursuant remain outstanding and continue to Paragraph 2.2 hereof earned but not yet paid be exercisable for any completed full fiscal year immediately preceding a period of 30 days following the employment date of termination date. Except as provided abovefor Cause (or, if earlier, the expiration of their term), (b) all stock options previously granted by the Company to Executive that are not vested on the date of termination for Cause shall terminate immediately and (c) all restricted stock, restricted stock units and other awards that have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred not vested prior to the date of terminationtermination for Cause shall be cancelled immediately. In the case of a termination for Cause under subparts (ii), subject(iii) or (iv) above, however (y) all stock options previously granted by the Company to Executive (whether or not vested) shall terminate immediately and (z) all restricted stock, restricted stock units and other awards that have not vested prior to the provisions date of Paragraph 3.1 hereof)termination for Cause shall be cancelled immediately.

Appears in 4 contracts

Samples: Executive Severance Agreement (Us Concrete Inc), Executive Severance Agreement for Joseph (Us Concrete Inc), Executive Severance Agreement (Us Concrete Inc)

Termination for Cause. Notwithstanding anything contained in First Busey may terminate this Agreement and Executive’s employment hereunder for Cause by delivering written notice of termination to Executive no less than thirty (30) days before the contrary, this Agreement effective date of termination. First Busey may be terminated at any time by provide for an earlier date of termination provided First Busey pays to Executive the Company for CauseBase Salary which would have been earned during such notice period. As used in this Agreement “Cause” shall only mean for termination will exist if: (i) Executive engages in one or more unsafe and unsound banking practices or material violations of a law or regulation applicable to First Busey or its subsidiaries, any action repeated violations of a policy of First Busey after being warned in writing by the Board and/or a senior officer not to violate such policy, any single violation of a policy of First Busey if such violation materially and adversely affects the business or omission affairs of First Busey, or a direction or order of the Board and/or one of Executive’s senior officers; (ii) Executive which constitutes engages in a breach of fiduciary duty or act of dishonesty involving the affairs of First Busey; (iii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act or any other applicable State or Federal law; (iv) Executive commits a material breach of Executive’s obligations under this Agreement, ; or (iiv) willful failure Executive fails to perform Executive’s duties to First Busey with the duties assigned to the Executive degree of skill, care or competence expected by the CEO or the Board, from time to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which Board and/or Executive’s senior officers. If Executive’s employment is a felony. For purposes of this Paragraph 4.1, an act or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the Company. With respect to clause (i) and (ii) above, the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause terminated pursuant to this Paragraph 4.1 Section 4(b), then First Busey shall only be made in writing required to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for pay Executive such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary and unused vacation as shall have accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms effective date of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company and First Busey shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior obligations to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)Executive.

Appears in 4 contracts

Samples: Employment Agreement (First Busey Corp /Nv/), Employment Agreement (First Busey Corp /Nv/), Employment Agreement (First Busey Corp /Nv/)

Termination for Cause. Notwithstanding anything contained in this Agreement The Company shall have the right to the contrary, this Agreement may be terminated at any time by the Company immediately terminate Executive’s employment for Cause. As used in For purposes of this Agreement Agreement, termination for “Cause” shall only mean solely be defined as: (i) Executive’s fraud, misappropriation, embezzlement or other act of dishonesty in connection with the Company’s business; (ii) Executive’s willful misconduct or gross negligence in the performance of his duties hereunder; ; (iii) Executive’s knowing or willful violation or reckless disregard of any action laws, rules or omission regulations of any governmental or regulatory body material to the business of the Company; (iv) Executive’s failure to comply or follow duly authorized and specifically written Board’s directive(s) which is not cured to the Board’s reasonable satisfaction within thirty (30) days after written notice thereof to the Executive;(v) Executive’s conviction of a felony or a misdemeanor involving moral turpitude; or (vi) failure to perform the material aspects functions for which the Executive was employed which constitutes is not cured to the Board’s reasonable satisfaction within thirty (30) days after written notice to the Executive. With respect to conduct covered by subsection (iv) and (vi) of this Section, the Company shall not have Cause to terminate Executive unless (x) such conduct or breach continues after a material written demand for performance or cure has been delivered to Executive by the Board that specifically identifies how Executive has failed to perform or is otherwise in breach of this Agreement, and (iiy) willful failure to perform the duties assigned to the such conduct or breach has not been cured by Executive by the CEO or the Board, from time to time; within thirty (iii30) fraud, breach days following Executive’s receipt of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felonysuch written demand. For purposes of this Paragraph 4.1Section, an act no act, or failure to act act, on the part of Executive shall be considered “willful” only deemed to constitute Cause if done done, or omitted to be done without a done, by Executive in good faith and with reasonable belief that such act his action or failure to act omission was in the best interests of the Company. With respect Any act, or failure to clause (i) and (ii) aboveact, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall provide be conclusively presumed to be done, or omitted to be done, by the Executive written notice in good faith and in the best interests of the alleged violation and allow Executive ten (10) business days to cure Company. In the violation. Any event of a termination for Cause pursuant to this Paragraph 4.1 Cause, Executive shall be made in writing to Executiveentitled receive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid payment of his Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to and reimbursement of business expenses incurred consistent with Company policy through the provisions date of Paragraph 3.1 hereoftermination (“Accrued Obligations).

Appears in 4 contracts

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

Termination for Cause. Notwithstanding anything contained in this Agreement to Holdings may terminate the contrary, this Agreement may be terminated at any time Executive's employment by the Company Companies under this agreement for Cause. As used in cause; however, for purposes of this Agreement “Cause” agreement "cause" shall mean only mean (i) the Executive's confession or conviction of theft, fraud, embezzlement, or any action other crime involving dishonesty with respect to the Companies or omission any parent, subsidiary, or affiliate of the Executive which constitutes a material breach of this AgreementCompanies, (ii) willful failure to perform the duties assigned to the Executive Executive's excessive absenteeism (other than by the CEO reason of physical injury, disease, or the Boardmental illness) without reasonable cause, from time to time; (iii) fraudmaterial violation by the Executive of the provisions of Paragraph 13, breach (iv) habitual and material negligence by the Executive in the performance of fiduciary dutyhis duties and responsibilities under or pursuant to this agreement and failure to cure such negligence within thirty (30) days after his receipt of a written notice from the Board setting forth in reasonable detail the particulars of such negligence, embezzlement or misappropriation as against (v) material non-compliance by the CompanyExecutive with his obligations under Paragraph 10 and failure to correct such non-compliance within thirty (30) days after his receipt of a written notice from the Board setting forth in reasonable detail the particulars of such non-compliance, or (ivvi) material failure by the conviction (from which no appeal can be taken) Executive to comply with a lawful directive of Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1, an act or the Board and failure to act cure such non-compliance within thirty (30) days after his receipt of a written notice from the Board setting forth in reasonable detail the particulars of such non-compliance. In no event shall be considered “willful” only if done the results of the Companies' operations or omitted to be done without a any business judgment made in good faith reasonable belief that such act or failure to act was in by the best interests Executive constitute an independent basis for termination for cause of the Company. With respect to clause (i) and (ii) above, the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violationExecutive's employment under this agreement. Any termination of the Executive's employment for Cause pursuant to this Paragraph 4.1 shall cause must be made in writing to authorized by a majority vote of the Board taken not later than twelve (12) months after a majority of the members of the Board (other than the Executive, which notice shall set forth in detail all acts ) have actual knowledge of the occurrence of the event or omissions upon which conduct constituting the Company is relying cause for such termination. Upon any termination pursuant to this Paragraph 4.1, If the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of Executive's employment under this Paragraph 4.1agreement is terminated by Holdings for cause, as well as any annual incentive bonuses pursuant then the Executive shall be entitled to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding receive the employment termination date. Except as provided above, following compensation and benefits from the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof).Companies:

Appears in 4 contracts

Samples: Employment Agreement (Pamida Holdings Corp/De/), Employment Agreement (Pamida Inc /De/), Employment Agreement (Pamida Holdings Corp/De/)

Termination for Cause. Notwithstanding anything contained to the contrary in this Agreement to the contraryAgreement, this Agreement may be terminated at any time by the Company for Cause. As used in this Agreement “Agreement, "Cause" shall only mean (i) any action an act or omission acts of personal dishonesty taken by the Executive and intended to result in substantial personal enrichment of the Executive which constitutes a material breach at the expense of this Agreementthe Company, (ii) willful failure to perform the duties assigned subject to the Executive following sentences, repeated violation by the CEO or Executive of the Board, Executive's material obligations under this Agreement which are demonstrably willful and deliberate on the Executive's part and which are not remedied in a reasonable period of time after receipt of written notice from time to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the Company, or (iviii) the conviction (from which no appeal can be taken) of the Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1, an act or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in the best interests of Upon any determination by the Company. With respect to 's Board of Directors that Cause exists under clause (i) and (ii) aboveof the preceding sentence, the Company shall provide Executive written notice cause a special meeting of the alleged violation Board to be called and allow Executive held at a time mutually convenient to the Board and Executive, but in no event later than ten (10) business days after Executive's receipt of the notice contemplated by clause (ii). Executive shall have the right to cure appear before such special meeting of the violationBoard with legal counsel of his choosing to refute any determination of Cause specified in such notice, and any termination of Executive's employment by reason of such Cause determination shall not be effective until Executive is afforded such opportunity to appear. Any termination for Cause pursuant to clause (i) or (iii) of the first sentence of this Paragraph Section 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph Section 4.1, the Company Executive shall pay be entitled to the Executive any unpaid be paid his Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, and the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of terminationtermination and reimbursement of all relocation costs of the Executive and his family, subject, however to the provisions of Paragraph 3.1 hereofas applicable).

Appears in 4 contracts

Samples: Employment Agreement (Roo Group Inc), Employment Agreement (Roo Group Inc), Employment Agreement (Roo Group Inc)

Termination for Cause. Notwithstanding anything contained in this Agreement to the contrary, this Agreement The Corporation may be terminated at any time by the Company upon written notice to Executive terminate Executive’s employment for Cause. As used in this Agreement “Cause” shall only mean (i) any action or omission of the Executive which constitutes a material breach For purposes of this Agreement, the following shall constitute “Cause”: (i) the willful and repeated failure of Executive to perform any material duties hereunder or gross negligence of Executive in the performance of such duties, and if such failure or gross negligence is susceptible of cure by Executive, the failure to effect such cure within 20 days after written notice of such failure or gross negligence is given to Executive; (ii) willful failure to perform excessive use of alcohol or illegal drugs interfering with the performance of Executive’s duties assigned to the Executive by the CEO or the Board, from time to timehereunder; (iii) theft, embezzlement, fraud, breach misappropriation of fiduciary dutyfunds, embezzlement other acts of dishonesty or misappropriation as against the Company, or violation of any law relating to Executive’s employment; (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is of a felony; or (v) the breach by Executive of any other material provision of this Agreement, and if such breach is susceptible of cure by Executive, the failure to effect such cure within 30 days after written notice of such breach is given to Executive. For purposes of this Paragraph 4.1Agreement, an act or failure to act action shall be considered “willful” only if it is done intentionally, purposely or omitted knowingly, distinguished from an act done carelessly, thoughtlessly or inadvertently. In any such event, Executive shall be entitled to be done without a receive his base salary to and including the date of termination. Should Executive in good faith reasonable belief that dispute his termination for cause, he shall give prompt written notice thereof to the Corporation, in which event such act dispute shall be submitted to and determined by arbitration in Washington, DC, before an arbitrator appointed pursuant to the rules of the American Arbitration Association (the “Arbitrator”). Such arbitration shall be conducted in accordance with the rules then obtaining of the American Arbitration Association. Any award or failure to act was decision of the Arbitrator shall be conclusive in the best interests absence of fraud and judgment thereon may be entered in any court having jurisdiction thereof. The costs of such arbitration shall be borne by the Companyparty against whom any award or decision is rendered. With respect Executive shall not be entitled to clause (i) and (ii) above, the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days receive any compensation for periods subsequent to cure the violation. Any termination for Cause his dismissal pursuant to this Paragraph 4.1 14. Any stock options or other benefits shall immediately cease and be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such cancelled at termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date Any vested portion of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided a stock option or other benefit may be exercised for Executive under Paragraph 3 hereof in accordance with the terms a period of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of 30 days after termination, subject, however to the provisions of Paragraph 3.1 hereof).

Appears in 4 contracts

Samples: Employment Agreement (Airbee Wireless, Inc.), Employment Agreement (Airbee Wireless, Inc.), Employment Agreement (Airbee Wireless, Inc.)

Termination for Cause. Notwithstanding anything contained in this Agreement to the contrary, this Agreement The Corporation may be terminated at any time by the Company upon written notice to Executive terminate Executive's employment for Cause. As used in this Agreement “Cause” shall only mean (i) any action or omission of the Executive which constitutes a material breach For purposes of this Agreement, the following shall constitute Cause: (iia) the Executive's gross misconduct which is materially and demonstrably injurious to the Corporation; (b) the Executive's willful and continued failure to perform substantially his duties with the duties assigned Corporation (other than a failure resulting from the Executive's incapacity due to bodily injury or physical or mental illness) after a demand for substantial performance is delivered to the Executive by the CEO Board which specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties and provides for a reasonable period of time within which the Executive may take corrective measures; or (c) the Board, from time to time; Executive's conviction (iiiincluding a plea of nolo contendere) of willfully engaging in illegal conduct constituting a felony or a gross misdemeanor involving an intentional act of fraud, breach of fiduciary dutymisrepresentation, theft, embezzlement or misappropriation as against dishonesty under federal or state law (or comparable illegal conduct under the Company, or (ivlaws of any foreign jurisdiction) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felonymaterially and demonstrably injurious to the Corporation or which impairs the Executive's ability to perform substantially his duties with the Corporation. For purposes of this Paragraph 4.1, an An act or failure to act shall will be considered "gross" or "willful" for this purpose only if done done, or omitted to be done done, by the Executive in bad faith and without a good faith reasonable belief that such act it was in, or not opposed to, the best interests of the Corporation. Any act, or failure to act was act, based upon authority given pursuant to a resolution duly adopted by the Board or governing body of the Corporation (or a committee thereof) or based upon the advice of counsel for the Corporation will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the CompanyCorporation. With respect Executive's attention to clause (i) and (ii) above, matters not directly related to the Company shall provide Executive written notice business of the alleged violation and allow Executive ten (10) business days to cure the violation. Any Corporation will not provide a basis for termination for Cause pursuant to this Paragraph 4.1 shall be made so long as the Board did not expressly disapprove in writing of his engagement in such activities either before or within a reasonable period of time after the Board knew or could reasonably have known that the Executive engaged in those activities. Notwithstanding the foregoing, the Executive may not be terminated for Cause unless and until there has been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (excluding such Executive) at a meeting of the Board called and held for such purpose (after reasonable notice to such Executive and an opportunity for such Executive, which notice shall together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board such Executive engaged in the conduct set forth in detail all acts paragraphs (a), (b) or omissions upon which (c) above and specifying the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified particulars thereof in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)detail."

Appears in 4 contracts

Samples: Employment Agreement (Sheffield Pharmaceuticals Inc), Employment Agreement (Sheffield Pharmaceuticals Inc), Employment Agreement (Sheffield Pharmaceuticals Inc)

Termination for Cause. Notwithstanding anything contained in The Company has the right and may elect to terminate this Agreement to the contrary, this Agreement may be terminated for Cause at any time by the Company for Causetime. As used in this Agreement “Cause” shall only mean (i) any action or omission of the Executive which constitutes a material breach For purposes of this Agreement, "Cause" means the occurrence or existence of any of the following: (i) a material breach by the Executive of the terms of his employment or of his duty not to engage in any transaction that represents, directly or indirectly, self-dealing with the Company or any of its affiliates (which, for purposes here, shall mean any individual, corporation, partnership, association, limited liability company, trust, estate, or other entity or organization directly or indirectly controlling, controlled by, or under direct or indirect common control with the Company) which has not been approved by a majority of the disinterested directors of the Board, if in any such case such material breach remains uncured after thirty days have elapsed following the date on which the Company gives the Executive written notice of such breach; (ii) willful failure to perform the duties assigned to repeated material breach by the Executive by the CEO or the Board, from time of any duty referred to timein clause (i) above with respect to which at least one prior notice was given under clause (i); (iii) any act of dishonesty, misappropriation, embezzlement, intentional fraud, breach of fiduciary duty, embezzlement or misappropriation as against similar conduct by the Company, Executive involving the Company or its affiliates; (iv) the conviction or the plea of nolo contendre or the equivalent in respect of a felony; (from which no appeal can be takenv) any damage of a material nature to any property of the Company or any of its affiliates caused by the Executive's willful or grossly negligent conduct; (vi) the repeated nonprescription use of any controlled substance or the repeated use of alcohol or any other non-controlled substance that the Board reasonably determines renders the Executive unfit to serve as an officer or employee of the Company or its affiliates; (vii) the Executive's failure to comply with the Board's reasonable written instructions, after thirty days written notice; or (viii) conduct by the Executive that in a good faith written determination of the Board demonstrates unfitness to serve as an officer or employee of the Company or its affiliates, including, without limitation, a finding by the Board or any regulatory authority that the Executive committed acts of unlawful harassment or violated any other state, federal or local law or ordinance prohibiting discrimination in employment applicable to the business of the Company or any of its operating subsidiaries. Termination of the Executive for any criminal act which is Cause pursuant to this Section 6(a) shall be communicated by a felonyNotice of Termination. For purposes of this Paragraph 4.1Agreement a "Notice of Termination" shall mean delivery to the Executive of a copy of a resolution or resolutions duly adopted by the affirmative vote of not less than a majority of the directors present and voting at a meeting of the Board called and held for that purpose after reasonable notice to the Executive and reasonable opportunity for the Executive, an act or failure to act shall be considered “willful” only if done or omitted together with the Executive's counsel, to be done without a heard before the Board prior to such vote, finding that in the good faith reasonable belief that such act or failure to act was in the best interests opinion of the Company. With respect to clause (i) and (ii) aboveBoard, the Company shall provide Executive written notice was guilty of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall conduct set forth in detail all acts or omissions upon which the Company is relying for such terminationfirst sentence of this Section 6(a) and specifying the particulars thereof in detail. Upon any termination pursuant to For purposes of Section 6(a), this Paragraph 4.1, the Company Agreement shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect terminate on the date specified by the Board in the Notice of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)Termination.

Appears in 4 contracts

Samples: Employment Agreement (Sirius Satellite Radio Inc), Employment Agreement (Sirius Satellite Radio Inc), Employment Agreement (Sirius Satellite Radio Inc)

Termination for Cause. Notwithstanding anything contained in this Agreement to the contrary, this Agreement The Executive's employment hereunder may be terminated at any time by the Company for "Cause" (as herein defined) upon at least thirty (30) days' prior written notice to the Executive. As used in this Agreement “Cause” Termination for Cause shall only mean termination by reason of (ia) the willful and continued failure by Executive to substantially perform his duties with the Company (other than any action such failure resulting from his incapacity due to physical or omission of the Executive which constitutes mental illness), after a material breach of this Agreement, (ii) willful failure to perform the duties assigned written demand for substantial performance is delivered to the Executive by the CEO President or Board of Directors, which demand specifically identifies the Boardmanner in which the Executive is believed not to have substantially performed his duties, from time or (b) the Executive's willful engagement in conduct which is or is likely to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against become demonstrably and materially injurious to the Company, monetarily or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felonyotherwise. For purposes of this Paragraph 4.1Section, an act no act, or failure to act act, on the part of the Executive shall be considered “deemed "willful” only if done " unless done, or omitted to be done without a done, by the Executive not in good faith and without reasonable belief that such act his action or failure to act omission was in the best interests of the Company. With respect to clause (i) and (ii) aboveNotwithstanding the foregoing, the Company Executive shall provide Executive written notice not be deemed to have been terminated for Cause unless and until there has been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the alleged violation entire membership of the Board of Directors at a meeting of the Board of Directors called and allow held for such purpose (after reasonable notice to the Executive ten (10) business days and an opportunity for the Executive, together with his counsel, to cure be heard before the violationBoard of Directors), finding that in the good faith opinion of the Board of Directors the Executive was guilty of conduct of the type set forth above in this Section and specifying the particulars thereof in detail. Any Upon termination for Cause pursuant to this Paragraph 4.1 hereunder the Executive shall be made in writing entitled to receive the Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid 's Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof).

Appears in 4 contracts

Samples: Employment Agreement (Universal Compression Inc), Employment Agreement (Universal Compression Inc), Employment Agreement (Universal Compression Holdings Inc)

Termination for Cause. Notwithstanding anything contained in this Agreement to The Board may terminate the contrary, this Agreement may be terminated at any time Executive’s employment by the Company Companies under this agreement for Cause. As used in cause; however, for purposes of this Agreement agreement Causecause” shall mean only mean (i) any action the Executive’s confession or omission conviction of the Executive which constitutes a material breach of this Agreementtheft, fraud, embezzlement, or other crime involving dishonesty, (ii) the Executive’s certification of materially inaccurate financial or other information pertaining to the Companies (or either of them) or any of the respective subsidiaries of the Companies with actual knowledge of such inaccuracies on the part of the Executive, (iii) the Executive’s refusal or willful failure to perform the duties assigned cooperate with an investigation by a governmental agency pertaining to the Executive by financial or other business affairs of the CEO Companies (or either of them) or any of the respective subsidiaries of the Companies unless such refusal or willful failure is based upon a written direction of the Board or the Boardwritten advice of counsel, from time to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) the conviction Executive’s excessive absenteeism (other than by reason of physical injury, disease, or mental illness) without a reasonable justification and failure on the part of the Executive to cure such absenteeism within twenty (20) days after the Executive’s receipt of a written notice from which no appeal can be takenthe Board or the Chief Executive Officer of CSGS setting forth the particulars of such absenteeism, (v) material violation by the Executive of the provisions of Paragraph 11, (vi) habitual and material negligence by the Executive for any criminal act which is in the performance of his duties and responsibilities under or pursuant to this agreement and failure on the part of the Executive to cure such negligence within twenty (20) days after his receipt of a felony. For purposes written notice from the Board or the Chief Executive Officer of this CSGS setting forth in reasonable detail the particulars of such negligence, (vii) material non-compliance by the Executive with his obligations under Paragraph 4.1, an act or 9 and failure to act shall be considered “willful” only correct such non-compliance within twenty (20) days after the Executive’s receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such non-compliance, (viii) material failure by the Executive to comply with a lawful directive of the Board or the Chief Executive Officer of CSGS and failure to cure such non-compliance within twenty (20) days after the Executive’s receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such non-compliance, (ix) a material breach by the Executive of any of his fiduciary duties to the Companies (or either of them) or any of the respective subsidiaries of the Companies and, if done such breach is curable, the Executive’s failure to cure such breach within twenty (20) days after the Executive’s receipt of a written notice from the Board or omitted to be done without a the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such breach, or (x) willful misconduct or fraud on the part of the Executive in the performance of the Executive’s duties under this agreement as determined in good faith reasonable belief that such act or failure to act was in by the best interests Board. In no event shall the results of operations of the Company. With respect to clause (i) and (ii) above, Companies or any business judgment made in good faith by the Company shall provide Executive written notice constitute an independent basis for termination for cause of the alleged violation and allow Executive ten (10) business days to cure the violationExecutive’s employment under this agreement. Any termination of the Executive’s employment for Cause pursuant to this Paragraph 4.1 shall cause must be made in writing to authorized by a majority vote of the Board taken not later than six (6) months after a majority of the members of the Board (other than the Executive, which notice shall set forth in detail all acts ) have actual knowledge of the occurrence of the event or omissions upon which conduct constituting the Company is relying cause for such termination. Upon any termination pursuant to this Paragraph 4.1, If the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of Executive’s employment under this Paragraph 4.1agreement is terminated by the Board for cause, as well as any annual incentive bonuses pursuant then the Executive shall be entitled to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding receive the employment termination date. Except as provided above, following compensation and benefits from the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof).Companies:

Appears in 4 contracts

Samples: Employment Agreement (CSG Systems International Inc), Employment Agreement (CSG Systems International Inc), Employment Agreement (CSG Systems International Inc)

Termination for Cause. Notwithstanding anything contained The Company shall have the right to terminate the Executive’s employment with the Company at any time without notice for Cause. “Cause” for termination shall be deemed to exist if any of the following circumstances exist in the reasonable judgment of the Company: (i) the Executive has committed or engaged in intentional misconduct or gross negligence in the exercise of his duties under this Agreement; (ii) the Executive has committed theft, forgery, fraud, misappropriation, embezzlement, or any other act of material misconduct against the Company or any of its affiliates; (iii) the Executive has violated any fiduciary duty owed to the Company; (iv) the Executive is convicted of, or enters a guilty plea or plea of no contest to a felony or any other crime involving moral turpitude; (v) the Executive is unable to competently perform his duties under this Agreement because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the contraryreputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement may be and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. In the event the Executive’s employment is terminated at any time by the Company for Cause. As used in this Agreement “Cause” shall only mean (i) any action or omission of , the Executive which constitutes a material breach of this Agreementwill not receive any Severance Pay, (ii) willful failure to perform the duties assigned to the Executive by the CEO or the Board, from time to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the CompanyCOBRA Benefit, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1, an act other such compensation or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the Company. With respect to clause (i) and (ii) above, the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided except for Executive under Paragraph 3 hereof accrued but unpaid salary and accrued but unused vacation in accordance with the terms policy of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)Company.

Appears in 4 contracts

Samples: Executive Employment Agreement (Martek Biosciences Corp), Executive Employment Agreement (Martek Biosciences Corp), Executive Employment Agreement (Martek Biosciences Corp)

Termination for Cause. Notwithstanding anything contained in this Agreement to the contrary“Termination for Cause”, this Agreement as hereinafter defined, may be terminated effected by the Company at any time during the term of this Agreement by written notification to Executive, specifying in detail the Company basis for the Termination for Cause. As used in this Agreement “Upon Termination for Cause, Executive shall only mean (i) any action or omission of the Executive which constitutes a material breach of this Agreementimmediately be paid all accrued salary, (ii) willful failure to perform the duties assigned bonus compensation to the Executive by extent earned for the CEO or the Boardcalendar year immediately preceding termination, from time to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1, an act or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the Company. With respect to clause (i) and (ii) above, the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefitsvested deferred compensation, if any, owed to Executive under any (other than pension plan provided for Executive under Paragraph 3 hereof or profit sharing plan benefits which will be paid in accordance with the terms of such plan as in effect on the date applicable plan), any benefits under any plans of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than in which the Executive is a participant to the full extent of the Executive’s rights under such plans, accrued vacation pay for reimbursement for reasonable the year in which termination occurs, and any appropriate business expenses incurred prior by Executive reimbursable by the Company in connection with his duties hereunder, all to the date of termination, subjectbut Executive shall not be paid any other compensation or reimbursement of any kind, however including without limitation, severance compensation. “Termination for Cause” shall mean termination by the Company of Executive’s employment by the Company by reason of (a) an order of any federal or state regulatory authority having jurisdiction over the Company, (b) the willful failure of Executive substantially to perform his duties hereunder (other than any such failure due to Executive’s physical or mental illness); (c) a willful breach by Executive of any material provision of this Agreement or of any other written agreement with the Company or any of its Affiliates; (d) Executive’s commission of a crime that constitutes a felony or other crime of moral turpitude or criminal fraud; (e) chemical or alcohol dependency which materially and adversely affects Executive’s performance of his duties under this Agreement; (f) any act of disloyalty or breach of responsibilities to the provisions Company by the Executive which is intended by the Executive to cause material harm to the Company; (g) misappropriation (or attempted misappropriation) of Paragraph 3.1 hereof)any of the Company’s funds or property; or (h) Executive’s material violation of any Company policy applicable to Executive.

Appears in 4 contracts

Samples: Enterprise Financial Services Corp (Enterprise Financial Services Corp), Enterprise Financial Services Corp Executive Employment Agreement (Enterprise Financial Services Corp), Enterprise Financial Services Corp Executive Employment Agreement (Enterprise Financial Services Corp)

Termination for Cause. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated at any time by the Company for Cause. As used in this Agreement “Cause” shall only mean (i) any action or omission of the Executive which constitutes a material breach For purposes of this Agreement, (ii) “Termination for Cause” shall include termination because of the Executive’s personal dishonesty, incompetence, willful failure to perform the duties assigned to the Executive by the CEO or the Board, from time to time; (iii) fraudmisconduct, breach of fiduciary dutyduty involving personal profit, embezzlement or misappropriation as against the Companyintentional failure to perform stated duties, willful violation of any law, rule, or regulation which negatively impacts the Bank (ivother than traffic violations or similar offenses) the conviction (from which no appeal can be taken) or final cease-and-desist order, or material breach of Executive for any criminal act which is a felonyprovision of this Agreement. For purposes of this Paragraph 4.1Paragraph, an act or failure to act shall be considered the term “willful” only if done is defined to include any act or omitted omission which demonstrates an intentional or reckless disregard for the duties and responsibilities owed to the business of the employer by Executive. Notwithstanding the foregoing, Executive shall not be done without deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths (3/4) of the members of the Board at a meeting of the Board called and held for that purpose, finding that in the good faith reasonable belief that such act or failure to act was in the best interests opinion of the CompanyBoard, Executive was guilty of conduct justifying termination for Cause and specifying the reasons thereof. With respect The Executive shall not have the right to clause (i) and (ii) above, the Company shall provide receive compensation or other benefits for any period after termination for Cause. Any stock options granted to Executive written notice under any stock option plan or any unvested awards granted under any other stock benefit plan of the alleged violation Bank, or any subsidiary or affiliate thereof, shall become null and allow Executive ten (10) business days to cure the violation. Any termination void effective upon Executive’s receipt of Notice of Termination for Cause pursuant to this Paragraph 4.1 9 hereof, and shall not be made exercisable by Executive at any time subsequent to such Termination for Cause. If he is terminated for Cause, Executive shall not compete with the Bank in writing to Executive, which notice shall set forth any city or town in detail all acts or omissions upon which the Company is relying Bank operates a branch or main office for such terminationtwelve (12) months from the Date of the Termination for Cause. Upon any termination pursuant to For purposes of this Paragraph 4.1paragraph, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company term “compete” shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of terminationsame meaning as more fully defined in Paragraph 10, subject, however to the provisions of Paragraph 3.1 hereof)Non-Competition.

Appears in 4 contracts

Samples: Employment Agreement (SouthEast Bancshares, Inc.), Employment Agreement (SouthEast Bancshares, Inc.), Employment Agreement (SouthEast Bancshares, Inc.)

Termination for Cause. Notwithstanding anything contained in this Agreement Executive shall have no right to the contrary, this Agreement may be terminated at compensation or other benefits for any time by the Company period after a Termination for Cause. As used in this Agreement “Cause” Termination for Cause shall only mean (i) any action or omission of the Executive which constitutes a material breach of this Agreement, (ii) willful failure to perform the duties assigned to the Executive be determined by the CEO or Boards of Directors of Employers in the Boardreasonable exercise of their discretion and acting in good faith, from time to time; (iii) fraudand shall include termination because of Executive's personal dishonesty, incompetence, willful misconduct, breach of fiduciary dutyduties involving personal profit; intentional failure to perform stated duties; willful violation of any law, embezzlement or misappropriation as against the Companyrule, or regulation (iv) other than traffic violations or similar offenses), or a final cease-and-desist order; the conviction (from which no appeal can be taken) regulatory suspension or removal of Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1, an act or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was as defined in the best interests of the Company. With respect to clause (iparagraphs 8(a) and (iib) above, hereof; the Company shall provide failure of Executive to follow reasonable written notice instructions of the alleged violation and allow Boards of Directors of Employers; or a material breach by Executive ten (10) business days to cure the violationof any provision of this Agreement. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of The termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant of Executive shall not be deemed to Paragraph 2.2 hereof earned but not yet paid be a Termination for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company Cause unless and until there shall have no further liability hereunder been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Boards of Directors of Employers at a meeting of the Boards called and held for such purpose (other than after at least thirty (30) days' prior notice of such meeting is provided to Executive and Executive is given an opportunity, together with counsel, to be heard before the Boards of Directors), finding that, in the good faith opinion of the Boards of Directors, Executive is guilty of the conduct described herein and specifying the particulars thereof in detail. Said Termination for reimbursement Cause shall not be effective until thirty (30) days after such resolution is adopted, during which time Executive shall be afforded the opportunity to petition the Boards of Directors for reasonable business expenses incurred prior to reconsideration of such resolution. The Boards of Directors of Employers, in its discretion, may suspend Executive, with pay, for all or any portion of the date period of termination, subject, however to time from the provisions delivery of Paragraph 3.1 hereof)the notice described herein until the effective time of the Termination for Cause.

Appears in 4 contracts

Samples: Employment Agreement (GBC Bancorp Inc), Employment Agreement (GBC Bancorp Inc), Employment Agreement (GBC Bancorp Inc)

Termination for Cause. Notwithstanding anything contained in this Agreement Executive shall have no right to the contrary, this Agreement may be terminated at compensation or other benefits (except for vested benefits under any time by the Company employee benefit plan) for any period after a Termination for Cause. As used in this Agreement “Cause” shall only mean (i) any action or omission of the Executive which constitutes a material breach of this Agreement, (ii) willful failure to perform the duties assigned to the Executive by the CEO or the Board, from time to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1Agreement, an act or failure to act Termination for Cause shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was determined by the CEO, in the best interests reasonable exercise of his discretion and acting in good faith, in accordance with this sub-paragraph and subject to the approval of the Company’s board of directors. With respect Termination for Cause is a termination of Executive’s employment as a result of Executive’s personal dishonesty, willful or reckless misconduct, willful or reckless breach of fiduciary duties; intentional failure to clause perform stated duties; willful or reckless violation of any law, rule, or regulation (iother than traffic violations or similar offenses), or a final cease-and-desist order or other formal administrative action entered into by or imposed on the Company; the regulatory suspension or removal of Executive as defined in Agreement paragraphs 8(a) and 8(b); Executive’s failure to follow reasonable written instructions of the CEO or the board of directors of the Company; or Executive’s material breach of any provision of this Agreement. The termination of Executive’s employment shall not be deemed to be a Termination for Cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted in good faith by the affirmative vote of not less than two-thirds of the membership of the Company’s board of directors (iiother than Executive and any other employees who serve on such board of directors) above, the Company shall provide Executive at a meeting of such board called and held for such purpose (after at least thirty (30) days prior written notice of such meeting and Executive’s alleged improper conduct is provided to Executive and Executive is given an opportunity to be heard before such board), finding that, in the alleged violation and allow good faith opinion of such board of directors, Executive ten (10) business days to cure is guilty of the violation. Any termination conduct described as Termination for Cause pursuant to this Paragraph 4.1 shall be made and specifying in writing to reasonable detail the grounds for its decision, and further that the specified conduct remains uncured or, in the case of a suspension, removal or formal administrative action, was not capable of cure. The CEO, in his discretion, with the approval of the Company’s board of directors, may suspend Executive, which with pay, for all or any portion of the period of time from the delivery of the notice shall set forth described in detail all acts or omissions upon which this Agreement paragraph 7(a) until the Company is relying effective time of the Termination for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)Cause.

Appears in 4 contracts

Samples: Employment Agreement (Xenith Bankshares, Inc.), Employment Agreement (Xenith Bankshares, Inc.), Employment Agreement (Xenith Bankshares, Inc.)

Termination for Cause. Notwithstanding anything contained in this Agreement to the contraryImmediately following notice of termination for "Cause" (as defined below), this Agreement may be terminated at any time specifying such Cause, given by the Company (termination pursuant to this Section 6.3 being referred to herein as termination for "Cause"). As used in this Agreement “herein, "Cause” shall only mean " means (i) termination based on Executive's conviction or plea of "guilty" or "no contest" to any action crime constituting a felony in the jurisdiction in which the crime constituting a felony is committed, any crime involving moral turpitude (whether or omission not a felony), or any other violation of criminal law involving dishonesty or willful misconduct that materially injures the Executive which constitutes Company (whether or not a material breach of this Agreement, felony); (ii) willful failure to perform Executive's substance abuse that in any manner interferes with the duties assigned to the Executive by the CEO or the Board, from time to timeperformance of his duties; (iii) fraud, breach of fiduciary duty, embezzlement Executive's failure or misappropriation as against the Companyrefusal to perform his duties at all or in an acceptable manner, or to follow the lawful and proper directives of the Board of Directors or Executive's supervisor(s) that are within the scope of Executive's duties; (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felony. For purposes Executive's breach of this Paragraph 4.1, an act or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in the best interests agreement; (v) Executive's breach of the Company's Confidentiality, Proprietary Information and Inventions policies; (vi) misconduct by Executive that has or could discredit or damage the Company; (vii) Executive's indictment for a felony violation of the federal securities laws; or (viii) Executive's chronic absence from work for reasons other than illness. With respect to clause (i) and (ii) above, Any determination of for Cause termination shall be made by the Board of Directors of the Company shall provide Executive after having first given thirty (30) days written notice to Executive of such determination, and afforded Executive the alleged violation and allow opportunity to be heard by the full Board of Directors. Notwithstanding any other provision in this Agreement, if Executive ten is terminated pursuant to subsection (10iii) business of this Section 6.3 for poor job performance, excluding refusal to perform his duties, Executive shall have sixty (60) days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions behavior upon which the Company threatened termination is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)based.

Appears in 4 contracts

Samples: Employment Agreement (TechAlt, Inc.), Employment Agreement (TechAlt, Inc.), Employment Agreement (TechAlt, Inc.)

Termination for Cause. Notwithstanding anything contained in this Agreement to The Board may terminate the contrary, this Agreement may be terminated at any time Executive's --------------------- employment by the Company Companies under this agreement for Cause. As used in cause; however, for purposes of this Agreement “Cause” agreement "cause" shall mean only mean (i) any action the Executive's confession or omission conviction of the Executive which constitutes a material breach of this Agreementtheft, fraud, embezzlement, or other crime involving dishonesty, (ii) willful failure to perform the duties assigned to the Executive Executive's excessive absenteeism (other than by the CEO reason of physical injury, disease, or the Boardmental illness) without a reasonable justification, from time to time; (iii) fraudmaterial violation by the Executive of the provisions of Paragraph 11, breach of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) habitual and material negligence by the conviction Executive in the performance of his duties and responsibilities under or pursuant to this agreement and failure on the part of the Executive to cure such negligence within twenty (20) days after his receipt of a written notice from which no appeal can be takenthe Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such negligence, (v) of material non-compliance by the Executive for any criminal act which is a felony. For purposes of this with his obligations under Paragraph 4.1, an act or 9 and failure to act shall be considered “willful” only if done correct such non-compliance within twenty (20) days after his receipt of a written notice from the Board or omitted the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such non-compliance, (vi) material failure by the Executive to be done without comply with a good faith reasonable belief that such act lawful directive of the Board or the Chief Executive Officer of CSGS and failure to act was cure such non- compliance within twenty (20) days after his receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the best interests particulars of such non-compliance, (vii) a material breach by the Company. With respect Executive of any of his fiduciary duties to clause (i) and (ii) abovethe Companies and, if such breach is curable, the Company shall provide Executive written notice of the alleged violation and allow Executive Executive's failure to cure such breach within ten (10) days after his receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such breach, or (viii) willful misconduct or fraud on the part of the Executive in the performance of his duties under this agreement. In no event shall the results of operations of the Companies or any business days to cure judgment made in good faith by the violationExecutive constitute an independent basis for termination for cause of the Executive's employment under this agreement. Any termination of the Executive's employment for Cause pursuant to this Paragraph 4.1 shall cause must be made in writing to authorized by a majority vote of the Board taken not later than nine (9) months after a majority of the members of the Board (other than the Executive, which notice shall set forth in detail all acts ) have actual knowledge of the occurrence of the event or omissions upon which conduct constituting the Company is relying cause for such termination. Upon any termination pursuant to this Paragraph 4.1, If the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of Executive's employment under this Paragraph 4.1agreement is terminated by the Board for cause, as well as any annual incentive bonuses pursuant then the Executive shall be entitled to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding receive the employment termination date. Except as provided above, following compensation and benefits from the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof).Companies:

Appears in 4 contracts

Samples: Employment Agreement (CSG Systems International Inc), Employment Agreement (CSG Systems International Inc), Employment Agreement (CSG Systems International Inc)

Termination for Cause. The Company may terminate Employee's employment for "cause" effective immediately upon giving written notice thereof. For purposes of this Agreement, the term "cause" shall be limited to (i) non-appealable conviction of a felony or of any crime involving fraud or misrepresentation that adversely affects the Company's reputation in a material way; (ii) Employee's gross negligence or willful misconduct which is materially injurious to the Company, (iii) excessive use of alcohol or illegal drugs interfering with the performance of Employee's duties and the continuance thereof after written warning; and (iv) any material breach by Employee of a material obligation under this Agreement with written notice thereof, and an appropriate period to cure such breach if such breach is curable. For purposes of this section, no act or failure to act on Employee's part shall be considered "gross' or "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding anything contained in any term or provision of this Agreement to the contrary, this Agreement may termination shall not be terminated at any time by considered for cause if the Company for Cause. As used in this Agreement “Cause” shall only mean (i) any action termination resulted from bad judgment or negligence on the part of Employee or an act or omission of which Employee believed at the Executive which constitutes a material breach of this Agreement, (ii) willful failure to perform the duties assigned to the Executive by the CEO or the Board, from time to time; (iii) fraud, breach be in good faith and in the interests of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felonynot opposed to such interests. For purposes of this Paragraph 4.1, an act or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the Company. With respect to clause (i) and (ii) above, the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Employee his full Base Salary accrued and benefits through the Effective Date date of termination specified in such noticeat the then current rate (including any applicable pro rated bonus and accrued vacation pay). In addition, the Company shall pay any benefitshave no other liabilities or obligations to Employee. All stock options, if any, owed to Executive under any plan provided which have become vested and exercisable on or before the termination date shall remain vested and exercisable for Executive under Paragraph 3 hereof such period of time as specified in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereofEmployee's stock option agreement(s).

Appears in 3 contracts

Samples: Employment Agreement (Proxymed Inc /Ft Lauderdale/), Employment Agreement (Proxymed Inc /Ft Lauderdale/), Employment Agreement (Proxymed Inc /Ft Lauderdale/)

Termination for Cause. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated at any time Termination by the Company of the Executive's employment for cause (hereinafter referred to as "Termination for Cause. As used in this Agreement “Cause” ), shall only mean termination upon (i) any action or omission of the willful and continued failure by the Executive which constitutes to substantially perform the Executive's material duties with the Company (other than any such failure resulting from the Executive's incapacity due to physical or mental illness or any such failure after the issuance by the Executive for Good Reason of a material breach Notice of Termination (as the terms "Good Reason" and "Notice of Termination" are defined in this Agreement, (ii) willful failure to perform the duties assigned after a written demand for substantial performance is delivered to the Executive by the CEO or the Board, from time which demand specifically identifies the material duties that the Board believes that the Executive has not substantially performed, or (ii) the willful engaging by the Executive in conduct that is demonstrably and materially injurious to time; the Company, monetarily or otherwise. For purposes of this Paragraph 6, no act, or failure to act, on the Executive's part, shall be deemed "willful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive's action or omission was in the best interest of the Company, or (iii) fraudthe conviction of the Executive of a felony, breach limited solely for a crime related to the business operations of fiduciary duty, embezzlement or misappropriation as against the Company, or that results in the Executive being unable to substantially carry out his duties as set forth in this Agreement, or (iv) the conviction commission of any act by the Executive against the Company that may be construed as the crime of embezzlement, larceny, and/or grand larceny. Any other provision in this paragraph to the contrary notwithstanding, the Executive shall not be deemed to have been terminated for Termination for Cause unless and until the Board duly adopts a resolution by the affirmative vote of no less than three-quarters (from which no appeal can be taken3/4) of the entire membership of the Board, at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for any criminal act which is a felony. For purposes of this Paragraph 4.1the Executive, an act or failure to act shall be considered “willful” only if done or omitted together with the Executive's counsel, to be done without a heard before the Board), finding that in the good faith reasonable belief that such act or failure to act was in the best interests opinion of the Company. With respect to clause Board, the Executive was guilty of conduct described in Subparagraphs (i) and ), (ii) above, or (iv) of this paragraph and specifying the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth particulars thereof in detail all acts or omissions upon which the Company and a certified copy of such resolution is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay delivered to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)Executive.

Appears in 3 contracts

Samples: Employment Agreement (Trey Industries Inc), Employment Agreement (Laser Energetics Inc), Employment Agreement (Trey Industries Inc)

Termination for Cause. Notwithstanding anything contained in this Agreement to For “Cause” upon the contrary, this Agreement may be terminated at any time determination by the Company for Cause. As used in this Agreement that “Cause” shall only mean exists to terminate Executive’s employment. “Cause” means (i) any action Executive’s gross negligence, willful misconduct, or omission willful neglect in the performance of the material duties and services of Executive which constitutes a material breach hereunder, uncorrected for thirty (30) days following the Company’s written notice to Executive of this Agreement, need to cure such performance; (ii) willful failure to perform the duties assigned to the Executive Executive’s final conviction of a felony by the CEO or the Board, from time to timea trial court; (iii) fraudany criminal indictment of Executive relating to an event or occurrence for which Executive was directly responsible which, breach in the business judgment of fiduciary duty, embezzlement or misappropriation as against a majority of the Company’s board of directors, exposes the Company to ridicule, shame or business or financial risk; or (iv) the conviction (from which no appeal can be taken) a material breach by Executive of Executive for any criminal act which is a felony. For purposes material provision of this Paragraph 4.1Agreement which remains uncorrected for 30 days following the Company’s written notice to Executive of such breach. If the Company terminates Executive’s employment for Cause, an act or failure to act Executive shall be considered “willful” entitled only if done or omitted to be done without a good faith reasonable belief that Executive’s pro rata salary through the date of such act or failure termination, and all future compensation and benefits, other than benefits to act was in which Executive is entitled under the best interests terms of the Company’s compensation and/or benefit plans, shall cease. With respect to clause In the case of a termination for Cause under subpart (i) and (ii) above, (a) all stock options previously granted by the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect that are vested on the date of termination for Cause shall, notwithstanding any contrary provision of employment under this Paragraph 4.1any applicable plan or agreement covering any such stock option awards, as well as any annual incentive bonuses pursuant remain outstanding and continue to Paragraph 2.2 hereof earned but not yet paid be exercisable for any completed full fiscal year immediately preceding a period of 90 days following the employment date of termination date. Except as provided abovefor Cause, (b) all stock options previously granted by the Company to Executive that are not vested on the date of termination for Cause shall terminate immediately and (c) all restricted stock, restricted stock units and other awards that have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred not vested prior to the date of termination, subject, however termination for Cause shall be cancelled to the provisions extent not then vested. In the case of Paragraph 3.1 hereofa termination for Cause under subparts (ii), (iii) or (iv) above, (y) all stock options previously granted by the Company to Executive (whether or not vested) shall terminate immediately and (z) all restricted stock, restricted stock units and other awards that have not vested prior to the date of termination for Cause shall be cancelled to the extent not then vested.

Appears in 3 contracts

Samples: Employment Agreement (Us Concrete Inc), Employment Agreement (Us Concrete Inc), Employment Agreement (Central Precast Concrete, Inc,)

Termination for Cause. Notwithstanding anything contained in PNMAC or PFSI may terminate Executive’s employment or services under this Agreement to the contrary, this Agreement may be terminated at any time by the Company for Cause. As used in this Agreement “Cause” shall only mean by written Notice of Termination. A termination for Cause is a termination by reason of: (i) any action or omission of the Executive which constitutes a material breach of this Agreement, Agreement (other than as a result of incapacity due to death or Disability) which is committed by Executive in bad faith and which is not remedied within thirty (30) days of Executive’s receipt of a notice to cure such breach; (ii) willful failure Executive’s conviction by a court of competent jurisdiction of a felony involving dishonesty or moral turpitude, provided, however, that any convictions solely on the basis of vicarious liability shall not give PNMAC or PFSI the right to perform the duties assigned to the terminate Executive by the CEO or the Board, from time to timefor Cause; (iii) fraud, breach entry of fiduciary duty, embezzlement an order duly issued by any federal or misappropriation as against state regulatory agency having jurisdiction of the Company, matter removing Executive from office of PFSI or any its subsidiaries or permanently prohibiting him from participating in the conduct of the affairs of PFSI or any of its subsidiaries; or (iv) proven acts of fraud or willful misconduct committed by Executive in connection with the conviction (from which no appeal can be taken) performance of Executive for any criminal act which is a felony. For purposes his duties under Section 2 of this Paragraph 4.1, an act Agreement which result in material injury to PFSI or failure to act shall be considered “willful” only if done or omitted to be done without any of its subsidiaries. In the event of a good faith reasonable belief that such act or failure to act was in the best interests of the Company. With respect to clause (i) and (ii) above, the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 Section 7(c), Executive shall be made in writing entitled to Executive, which notice shall set forth in detail all acts or omissions upon which receive (a) his base salary for the Company is relying for such termination. Upon any termination pursuant entire period up to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on and including the date of Executive’s termination for Cause; (b) accrued but unused PTO through the Termination Date; and (c) reimbursement of employment under this Paragraph 4.1, as well as any annual incentive bonuses unreimbursed expenses incurred by Executive pursuant to Paragraph 2.2 hereof earned but not yet paid Section 6 of this Agreement. If Executive is convicted of a felony involving dishonesty or moral turpitude or removed from office and/or prohibited from participating in the conduct of the affairs of PFSI or any of its subsidiaries by any federal or state regulatory agency having jurisdiction of the matter, and if the charges resulting in such removal or prohibition are ultimately dismissed or if a final judgment on the merits of such charges is issued in favor of Executive, or if the felony conviction is overturned on appeal, then Executive’s termination shall be treated as a Termination Other Than for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior Cause pursuant to the date of termination, subject, however to the provisions of Paragraph 3.1 hereofSection 7(d).

Appears in 3 contracts

Samples: Employment Agreement (PennyMac Financial Services, Inc.), Employment Agreement (PennyMac Financial Services, Inc.), Employment Agreement (PennyMac Financial Services, Inc.)

Termination for Cause. Notwithstanding anything contained in The Company may terminate Employee’s employment under this Agreement to the contrary, this Agreement may be terminated for Cause at any time by prior to the Company for Causeexpiration of the Term. As used in this Agreement herein, “Cause” shall only mean mean: (i) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by Employee; provided, however, that after indictment, the Company may suspend Employee from the rendition of services, but without limiting or modifying in any action or omission of other way the Executive which constitutes Company’s obligations under this Agreement; (ii) a material breach by Employee of this Agreement, (ii) willful failure to perform the duties assigned a fiduciary duty owed to the Executive by the CEO or the Board, from time to timeCompany; (iii) fraud, a material breach by Employee of fiduciary duty, embezzlement or misappropriation as against any of the Company, or covenants made by Employee in Section 2 hereof; (iv) the conviction willful or gross neglect by Employee of the material duties required by this Agreement; (from v) unsatisfactory performance of Employee’s duties or responsibilities as determined by the Company’s Board of Directors; provided that the Company has given Employee written notice specifying the unsatisfactory performance of his duties and responsibilities, which no appeal can be takenremains uncorrected by the Employee after the lapse of 30 days following the receipt of the written notice (vi) a material breach by the Employee of Executive for his duty not to engage in any criminal act transaction that represents, directly or indirectly, self-dealing with the Company or any Company Affiliates which is has not been approved by a felony. For purposes majority of this Paragraph 4.1, an act or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in the best interests disinterested directors of the Company. With respect ’s Board of Directors, if such material breach remains uncured after the lapse of 30 days following the date that the Company has given the Employee written notice thereof; (vii) any act of misappropriation, embezzlement, intentional fraud or similar contact involving the Company or any Company Affiliates; (viii) intentional infliction of any damage of a material nature to clause any property of the Company or any Company Affiliates; (iix) a violation of any Company policy pertaining to ethics, wrongdoing or conflicts of interest; and (iix) abovethe repeated non-prescription abuse of any controlled substance which, in any case described in this clause, the Company shall provide Executive written notice Company’s Board of Directors reasonably determines renders the Employee unfit to serve in his capacity as an officer or employee of the alleged violation and allow Executive ten (10) business days to cure Company or any Company Affiliates. In the violation. Any event of Employee’s termination for Cause pursuant to Cause, this Paragraph 4.1 Agreement shall be made terminate without further obligation by the Company, except for the payment of any Accrued Obligations (as defined in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereofparagraph 1(f) below).

Appears in 3 contracts

Samples: Employment Agreement (Ticketmaster), Employment Agreement (Ticketmaster), Employment Agreement (Ticketmaster)

Termination for Cause. Notwithstanding anything contained in this Agreement to the contrary, this Agreement The Company may be terminated at any time by the Company terminate Executive's ----------------------- employment hereunder for Cause. As used in this Agreement “Cause” shall only mean (i) any action or omission of the Executive which constitutes a material breach For purposes of this Agreement, the Company shall have "Cause" to terminate Executive's employment hereunder upon (i) the willful and continued failure by Executive to substantially perform his duties hereunder (other than any such failure resulting from Executive's incapacity due to physical or mental illness) after demand for substantial performance is delivered by the Company specifically identifying the manner in which the Company believes Executive has not substantially performed his duties, or (ii) willful failure to perform the duties assigned to the Executive by the CEO being convicted of a crime constituting a felony, or the Board, from time to time; (iii) fraudthe Executive intentionally committing acts or failing to act, breach either of fiduciary duty, embezzlement or misappropriation as against which involves willful malfeasance with the intent to maliciously harm the business of the Company, or (iv) the conviction (from which no appeal can be taken) willful violation by Executive of Executive for any criminal act which is a felonythe provisions of Section 8 hereof provided that such violation results in material injury to the Company. For purposes of this Paragraph 4.1No act, an act or failure to act act, on Executive's part shall be considered "willful” only if done " unless intentionally done, or intentionally omitted to be done without a done, by him not in good faith and without reasonable belief that such act his action or failure to act omission was in the best interests interest of the Company. With respect Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Executive a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, Executive conducted, or failed to conduct, himself in a manner set forth above in clause (i) and ), (ii), (iii), or (iv) aboveof this Section 5(c), and specifying the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violationparticulars thereof in detail. Any termination for dispute as to whether Cause pursuant to this Paragraph 4.1 dismiss Executive exists, shall be made resolved by arbitration conducted in writing to ExecutiveLos Angeles, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof California in accordance with the terms rules of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant American Arbitration Association and by a single arbitrator reasonably acceptable to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding Executive and the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)Company.

Appears in 3 contracts

Samples: Employment Agreement (Chicago Pizza & Brewery Inc), Employment Agreement (Chicago Pizza & Brewery Inc), Employment Agreement (Chicago Pizza & Brewery Inc)

Termination for Cause. Notwithstanding anything contained in this Agreement to the contrary, this This Agreement may be terminated at any time by the Company for CauseCause as hereinafter defined. As used in this Agreement “Cause” shall only mean mean: (i) any action or omission of the Executive which constitutes a material breach of this Agreement, Executive’s death; (ii) willful failure the Executive’s Permanent Disability, which shall mean the Executive’s inability, as a result of physical or mental incapacity, substantially to perform the her duties assigned to the Executive by the CEO or the Board, from time to timehereunder for a period of six (6) consecutive months; (iii) frauda material violation by the Executive of any applicable material law or regulation respecting the business of the Employer, breach of fiduciary duty, embezzlement the Holding Company or misappropriation as against the Company, or Subsidiaries; (iv) the conviction Executive being found guilty of a felony or an act of dishonesty in connection with the performance of her duties as an officer of the Employer, or which disqualifies the Executive from serving as an officer or director of the Employer, the Holding Company or any one of the Subsidiaries; (v) the willful or negligent failure of the Executive to perform her duties hereunder in any material respect; (vi) the Executive engages in one or more violations of Employer’s policies or procedures or directives of the Board and that have a material financial adverse effect on the Employer or any one of the Subsidiaries; or (vii) the Executive is removed or suspended from which no appeal can be takenbanking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the “FDIA”), or any other applicable state or federal law. The Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1, an act or failure to act shall be considered “willful” only if done or omitted entitled to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the Company. With respect to clause at least thirty (i30) and (ii) above, the Company shall provide Executive days’ prior written notice of the alleged violation Employer’s intention to terminate her employment for any cause (except the Executive’s death) specifying the grounds for such termination and allow shall be provided a reasonable opportunity to present to the Board her position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding the Executive’s Permanent Disability, each of the Executive ten (10) business days and the Employer shall choose a physician who together will choose a third physician to cure make a final determination thereof. Upon a termination of the violationExecutive’s employment with the Employer for Cause, the Executive shall be entitled to receive from the Employer only such payments as are due and owing to the Executive as of the effective date of such termination. Any termination If the Executive’s employment is terminated for Cause pursuant to this Paragraph 4.1 Section, then the Employer shall only be made in writing required to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid such Base Salary as shall have accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms effective date of such plan as in effect on termination and neither the date Employer nor any of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company Subsidiaries shall have no any further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior obligations to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)Executive.

Appears in 3 contracts

Samples: Employment Agreement (Centrue Financial Corp), Carol S. Hoekstra Employment Agreement (Centrue Financial Corp), Employment Agreement (Centrue Financial Corp)

Termination for Cause. Notwithstanding anything contained (a) The Company may terminate the Executive’s employment for Cause. For the purposes of this Agreement, the Company shall have “Cause” to terminate employment hereunder only (i) if termination shall have been the result of an act or acts of dishonesty by the Executive constituting a felony and resulting or intended to result directly or indirectly in this Agreement substantial gain or personal enrichment to the contraryExecutive at the expense of the Company; or (ii) upon the willful and continued failure by the Executive substantially to perform his duties with the Company (other than any such failure resulting from incapacity due to mental or physical illness) after a demand in writing for substantial performance is delivered by the Board, this Agreement may which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties, and such failure results in demonstrably material injury to the Company. The Executive’s employment shall in no event be considered to have been terminated at any time by the Company for Cause. As used in this Agreement “Cause” shall only mean Cause if such termination took place as the result of (i) any action bad judgment or omission of the Executive which constitutes a material breach of this Agreementnegligence, or (ii) willful failure any act or omission without intent of gaining therefrom directly or indirectly a profit to perform the duties assigned to which the Executive by the CEO was not legally entitled, or the Board, from time to time; (iii) fraud, breach any act or omission believed in good faith to have been in or not opposed to the interest of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1, an act or failure to act shall be considered “willful” only if done omission in respect of which a determination is made that the Executive met the applicable standard of conduct prescribed for indemnification or omitted to be done without a good faith reasonable belief that reimbursement or payment of expenses under the By-Laws of the Company or the laws of the State of Delaware, in each case as in effect at the time of such act or failure omission. The Executive shall not be deemed to act was have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of a majority of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the best interests good faith opinion of the Company. With respect to clause Board the Executive was guilty of conduct set forth above in clauses (i) and or (ii) above, the Company shall provide Executive written notice of the alleged violation first sentence of this paragraph and allow Executive ten (10) business days to cure specifying the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made particulars thereof in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)detail.

Appears in 3 contracts

Samples: Executive Severance Agreement (Core Molding Technologies Inc), Executive Severance Agreement (Core Molding Technologies Inc), Executive Severance Agreement (Core Molding Technologies Inc)

Termination for Cause. Notwithstanding anything contained in Company may terminate Executive's employment pursuant to the terms of this Agreement to the contrary, this Agreement may be terminated at any time for cause by giving written notice of termination. Such termination will become effective upon the Company giving of such notice. Upon any such termination for Causecause, Executive shall have no right to compensation, bonus or reimbursement under Section 5, 6 or 8, or to participate in any employee benefit programs under Section 7, including the severance package provided for in Section 7.05, except as provided by law, for any subsequent to the effective date of termination. As used in For purposes of this Agreement “Cause” Section 9.02, "cause" shall only mean mean: (i) Executive is convicted of a felony which is directly related to Executive's employment or the business of Company or could otherwise reasonably be expected to have a material adverse effect on Company's business, prospects or future stock price which price should be measured over a period of at least six months. Felonies involving the driving of motor vehicles shall not be grounds for termination; (ii) Executive, in carrying out his duties hereunder, has been found in a civil action to have committed gross negligence or intentional misconduct resulting in either case in direct material harm to Company; (iii) Executive is found in a civil action to have breached his fiduciary duty to Company resulting in direct profit to him; (iv) Executive is found in a civil action to have materially breached any action provision of Section 10 or omission Section 11; (v) Executive’s repeated refusal (other than any failure to perform arising from a physical or mental disability) to act in accordance with the reasonable directions of Company’s Board directing Executive to perform services consistent with Executive’s status as an officer of Company, which refusal is not cured by Executive within twenty (20) days of Executive’s receipt of written notice thereof from Company (provided, however, that if such breach cannot be cured within twenty (20) days and Executive commences the cure thereof and diligently pursues the same, such failure shall not constitute “cause” unless such breach is not cured in its entirety within thirty (30) days of Executive’s receipt of the written notice of breach); (vi) Executive commits acts of dishonesty, fraud, misrepresentation, or other acts of moral turpitude, that would prevent the effective performance of his duties; and (vii) Executive’s material breach of any obligations of Executive which constitutes remains uncured for more than twenty (20) days after written notice thereof by Company to Executive. Executive's failure to comply with the requirements of Section 10 of this Agreement shall constitute a material breach of this Agreement, (ii) willful failure to perform . The term "found in a civil action" shall not apply until all appeals permissible under the duties assigned to the Executive by the CEO applicable rules of procedure or the Board, from time to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1, an act or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the Company. With respect to clause (i) statute have been determined and (ii) above, the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)appeals are permissible.

Appears in 3 contracts

Samples: Employment Agreement (Kiwa Bio-Tech Products Group Corp), Employment Agreement (Kiwa Bio-Tech Products Group Corp), Employment Agreement (Kiwa Bio-Tech Products Group Corp)

Termination for Cause. Notwithstanding anything contained in this Agreement Executive shall have no right to the contrary, this Agreement may be terminated at compensation or other benefits for any time by the Company period after a Termination for Cause. As used Termination for Cause shall be determined by the Bank Board in this Agreement “Cause” the reasonable exercise of its discretion and acting in good faith, and shall only mean include termination because of Executive’s personal dishonesty; willful misconduct; breach of fiduciary duties involving personal profit; intentional failure to perform stated duties; willful violation of any law, rule, or regulation (iother than traffic violations or similar offenses); or a final cease-and-desist order; the regulatory suspension or removal of Executive as defined in paragraphs 8(a) any action or omission and (b) hereof; the failure of Executive to follow reasonable written instructions of the Executive which constitutes Bank Board; or a material breach by Executive of any provision of this Agreement, (ii) willful failure The termination of employment of Executive shall not be deemed to perform the duties assigned be a Termination for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the CEO or the Board, from time to time; (iii) fraud, breach affirmative vote of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1, an act or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in the best interests not less than two-thirds of the Company. With respect to clause (i) and (ii) above, the Company shall provide Executive written notice entire membership of the alleged violation Bank Board at a meeting of the Board called and allow Executive held for such purpose (after at least ten (10) business days days’ prior notice of such meeting is provided to cure Executive and Executive is given an opportunity, together with counsel, to be heard before the violationBoard of Directors), finding that, in the good faith opinion of the Board of Directors, Executive is guilty of the conduct described herein and specifying the particulars thereof in detail. Any termination Said Termination for Cause pursuant to this Paragraph 4.1 shall not be effective until thirty (30) days after such resolution is adopted, during which time Executive shall be made afforded the opportunity to petition the Board of Directors for reconsideration of such resolution. The Bank Board, in writing to its discretion, may suspend Executive, which with pay, for all or any portion of the period of time from the delivery of the notice shall set forth in detail all acts or omissions upon which described herein until the Company is relying effective time of the Termination for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)Cause.

Appears in 3 contracts

Samples: Employment Agreement (MetroCity Bankshares, Inc.), Employment Agreement (MetroCity Bankshares, Inc.), Employment Agreement (MetroCity Bankshares, Inc.)

Termination for Cause. Notwithstanding anything contained in this Agreement to The Corporation shall have the contrary, this Agreement may be terminated right at any time by the Company to terminate Executive's employment hereunder for Cause. As used in this Agreement “Cause” shall only mean (i) any action or omission of the Executive which constitutes a material breach of this Agreement, (ii) willful failure to perform the duties assigned to the Executive by the CEO or the Board, from time to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1Agreement, an act the following shall constitute Cause: (i) the willful and repeated failure of Executive to perform any material duties hereunder or the gross negligence of Executive in the performance of such duties, and if such failure or negligence is susceptible of cure by Executive, the failure to act shall be considered “willful” only if done effect such cure within 10 days after written notice of such breach is given to Executive; (ii) the failure of Executive to devote his full time, attention, knowledge and skills in furtherance of the business of the Corporation; (iii) unexplained, willful and regular absences of Executive from the Corporation unrelated to the Corporation's business; (iv) excessive use of alcohol or omitted illegal drugs by Executive interfering with the performance of Executive's duties hereunder; (v) theft, embezzlement, fraud, misappropriation of funds, other acts of dishonesty or the violation of any law or ethical rule by Executive relating to be done without Executive's employment; (vi) Executive being charged with a good faith reasonable belief that such act felony or failure Executive being charged with any crime involving moral turpitude by Executive; (vii) Executive intentionally, recklessly or dishonestly acting in a manner contrary to act was in the best interests of the Company. With respect to clause Corporation; or (iviii) the breach by Executive of any other material provision of this Agreement, and (ii) aboveif such breach is susceptible of cure by Executive, the Company shall provide Executive failure to effect such cure within 30 days after written notice of the alleged violation and allow Executive ten (10) business days such breach is given to cure the violationExecutive. Any determination of termination of Executive's employment hereunder for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executiveby the Board of Directors. For purposes of this Agreement, which notice an action shall set forth in detail all acts be considered "willful" if it is done intentionally, purposely or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1knowingly, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided abovedistinguished from an act done carelessly, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)thoughtlessly or inadvertently.

Appears in 3 contracts

Samples: Employment Agreement (GST Telecommunications Inc), Employment Agreement (GST Telecommunications Inc), Employment Agreement (GST Telecommunications Inc)

Termination for Cause. Notwithstanding anything contained in this Agreement to The Company may terminate the contrary, this Agreement may be terminated at any time by the Company Executive’s employment hereunder for Cause. As used in this Agreement “Cause” shall only mean (i) any action or omission of the Executive which constitutes a material breach of this Agreement, (ii) willful failure to perform the duties assigned to the Executive by the CEO or the Board, from time to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1Agreement, “Cause” shall mean the occurrence of one or more of the following events: (i) the Executive’s willful failure or refusal to perform his material duties to the Company or its affiliates, (ii) the Executive’s willful disregard of any lawful instructions of the Board that are consistent with the Company’s By-laws and the Executive’s positions with the Company or its affiliates, (iii) the Executive’s willful misconduct or gross negligence in the performance of his material duties to the Company, (iv) the Executive’s conviction of, or plea of nolo contendere to, a felony or other crime involving moral turpitude, (v) the commission by the Executive of a willful act of fraud or material dishonesty with respect to any material matter involving the Company, its affiliates or any of the Company’s customers or clients, (vi) the Executive fails or refuses to meaningfully cooperate with any internal or external investigation involving the Company or its affiliates or their business, without good cause, or (vii) any government regulatory agency recommends or orders, in either case in writing, that the Company of the Bank terminate the employment of Executive or relieve him of his duties (other than solely as a result of any future legislation, regulations or judicial decision which makes Executive ineligible to hold certain offices at both the Company and the Bank). Notwithstanding the foregoing, in no event shall the Executive’s employment be considered to have been terminated for “Cause” unless and until the Executive receives a copy of a resolution adopted by the Board finding that, in the good faith opinion of the Board, the Executive is guilty of acts or omissions constituting Cause, which resolution has been duly adopted by an act or failure to act affirmative vote of a majority of the Board. Any such vote shall be considered taken at a meeting of the Board called and held for such purpose, after reasonable written notice is provided to the Executive setting forth in reasonable detail the facts and circumstances claimed to provide a basis of termination for Cause and specifically referencing applicable provision(s) of this Section 6(a), and the Executive is given an opportunity, together with counsel, to be heard before the Board. In the case of the first occurrence of any of the above enumerated “Cause” events, the Executive shall have the opportunity to cure, if curable, any such acts or omissions within 15 days following the Executive’s receipt of such resolution. Where used in this Section 6(a), the term “willful” only if shall require that the action or omission was done or omitted to be done in bad faith and without a good faith reasonable belief that such act action or failure to act omission was in the best interests of the Company. With respect to clause (i) and (ii) above, the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof).

Appears in 3 contracts

Samples: Employment Agreement (Sovereign Bancorp Inc), Employment Agreement (Sovereign Bancorp Inc), Employment Agreement (Sovereign Bancorp Inc)

Termination for Cause. Notwithstanding anything contained in this Agreement to the contraryImmediately following notice of termination for “Cause” (as defined below), this Agreement may be terminated at any time specifying such Cause, given by the Company (termination pursuant to this Section 6.4 being referred to herein as termination for Cause”). As used in this Agreement herein, “Cause” shall only mean means (i) termination based on Executive’s conviction or plea of “guilty” or “no contest” to any action crime constituting a felony in the jurisdiction in which the crime constituting a felony is committed (other than one involving Limited Vicarious Liability), any crime involving moral turpitude (whether or omission not a felony), or any other violation of criminal law involving dishonesty or willful misconduct that materially injures the Company (whether or not a felony); (ii) Executive’s substance abuse that in any manner interferes with the performance of his duties; (iii) Executive’s failure to perform the responsibilities, functions and duties attached to the position with the Company or a refusal to perform his duties at all or in a reasonably acceptable manner; (iv) Executive’s failure to follow the lawful and proper directives of the Executive which constitutes a Board of Directors that are within the scope of Executive’s duties; or (v) Executive’s material breach of this Agreement, (ii) willful failure to perform the duties assigned to the Executive . Any determination of for Cause termination shall be made by the CEO or Board of Directors of the BoardCompany after having first given thirty (30) days written notice to Executive of such determination, from time and afforded Executive the opportunity to time; be heard by the full Board of Directors. Notwithstanding any other provision in this Agreement, if Executive is terminated pursuant to subsection (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1Section 6.4 for poor job performance, an act or failure excluding refusal to act perform his duties, Executive shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the Company. With respect to clause have sixty (i60) and (ii) above, the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions behavior upon which the Company threatened termination is relying for such terminationbased. Upon any termination pursuant to For the purpose of this Paragraph 4.1provision, the term “Limited Vicarious Liability” shall mean any liability which is based on acts of Company shall pay to the for which Executive any unpaid Base Salary accrued through the Effective Date is responsible solely as a result of termination specified his office(s) with Company; provided that (A) he was not directly involved in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms acts and either had no prior knowledge of such plan as intended actions or, upon obtaining such knowledge, promptly acted reasonably and in effect on good faith to attempt to prevent the date of termination of employment under this Paragraph 4.1acts causing such liability or (B) after consulting with Company's counsel, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have he reasonably believed that no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)law was being violated by such acts.

Appears in 3 contracts

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

Termination for Cause. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated at any time by If the Company for Cause. As used in this Agreement “Cause” shall only mean (i) any action or omission of the Executive which constitutes a material breach of this Agreement, (ii) willful failure to perform the duties assigned to the Executive by the CEO or the Board, from time to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1, an act or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the Company. With respect to clause (i) and (ii) above, the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination should terminate Executive’s employment for Cause all compensation and benefits otherwise payable pursuant to this Paragraph 4.1 Agreement and the Severance Plan shall be made in writing cease, other than (x) such vested amounts as are credited to Executive, ’s account (but not received) under the ESP; (y) any vested benefits to which notice shall set forth in detail all acts or omissions upon which Executive is entitled under the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any Company’s tax-qualified plans; and (z) Stock Incentive Plan benefits, if any, owed to which Executive may be entitled under Sections 3(b) (Existing Awards) and 3(c) (New Stock Awards); in each case, in accordance with and subject to the terms of the applicable plan, program or arrangement and the post-termination obligations under Section 8 of the Severance Plan. In addition and notwithstanding anything to the contrary in this Agreement, the Severance Plan or the terms of the applicable plan, program or arrangement, if the Company should terminate Executive’s employment for Cause, but not on a basis that includes a breach described in clause (VI) of the definition of Cause as set forth in Appendix A of this Agreement, Executive will retain the right to receive his vested SERP benefit; his vested Employer Credit Account (as such term is defined in the ESP); and any plan provided for Executive then-vested stock options under Paragraph 3 hereof the Stock Incentive Plan, in each case determined in accordance with the terms applicable plan, program or arrangement but disregarding any provision under such plan, program or arrangement that would provide for forfeiture upon a termination for cause (collectively, “Specified Accrued Benefits”); provided, for the avoidance of such plan as in effect on the date of doubt, that Executive’s right to receive or retain Specified Accrued Benefits following a termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding reason is conditioned upon compliance with his obligations under Section 8 of this Agreement and Section 8 of the employment termination date. Except as provided aboveSeverance Plan, and that if the Company shall should terminate Executive’s employment for Cause on a basis that included a breach described in clause (VI) of the definition of Cause as set forth in Appendix A of this Agreement, Executive will not be entitled to receive or retain any Specified Accrued Benefits. The Company does not waive any rights it may have no further liability hereunder (other than for reimbursement damages or for reasonable business expenses incurred prior injunctive relief or any rights it may have with respect to the date forfeiture or recovery of terminationcompensation under Section 8 of this Agreement or Section 8 of the Severance Plan, subject, however to the provisions of Paragraph 3.1 hereof)or otherwise under applicable law.

Appears in 3 contracts

Samples: Employment Agreement (TJX Companies Inc /De/), Employment Agreement (TJX Companies Inc /De/), Employment Agreement (TJX Companies Inc /De/)

Termination for Cause. Notwithstanding anything contained in any other provision of this Agreement to the contraryAgreement, this Agreement may be terminated by the Company at any time by the Company for Cause. As used in this Agreement “Cause” shall only mean (i) any action or omission of the Executive which constitutes a material breach For purposes of this Agreement, the word "CAUSE" means: (i) an act or acts of personal dishonesty taken by the Executive and intended to result in the direct or indirect personal enrichment of the Executive at the expense of the Company (except that disputes regarding expense reimbursement shall not be subject to this clause and shall instead be resolved in good faith by the Board of Directors and the Executive), (ii) willful failure to perform the duties assigned subject to the Executive following sentences, violation by the CEO Executive of his material obligations or representations under this Agreement which are demonstrably willful and deliberate and which are not remedied within 30 days after written notice to the BoardExecutive, from time to time; or (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) the conviction (from which no appeal can be taken) of the Executive for of any criminal act which is a felony. For purposes Upon a determination by the Company that cause exists under clause (ii) of the preceding sentence, the Company shall cause a special meeting of the Board of Directors to be called and held at a time mutually convenient to the Board of Directors and the Executive, but in no event later than 10 business days after the Executive's receipt of the notice contemplated in clause (ii). The Executive shall have the right to appear at such special meeting with legal counsel of his choosing to refute any determination of Cause specified in such notice, and any termination of this Paragraph 4.1, an act or failure Agreement by reason of such Cause determination shall not be effective until the Executive is afforded such opportunity to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in appear before the best interests Board of the CompanyDirectors. With respect Any notice of termination for Cause pursuant to clause (i) and or (iiiii) above, the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to second sentence of this Paragraph 4.1 Section shall be made in writing to the Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1Section, the Company Executive shall pay be entitled to the Executive any unpaid be paid his Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, and the Company shall have no further liability hereunder under this Agreement to the Executive (other than for reimbursement for reasonable of business expenses incurred prior to the date of terminationtermination date, subject, however to the provisions of Paragraph 3.1 hereofin accordance with Section 3(a)).

Appears in 3 contracts

Samples: Employment Agreement (Ivax Corp /De), Employment Agreement (Ivax Corp /De), Employment Agreement (Ivax Corp /De)

Termination for Cause. Notwithstanding anything contained in this Agreement to the contrary, this This Agreement may be terminated at any time by the Company for CauseCause as hereinafter defined. As used in this Agreement “Cause” shall only mean mean: (i) any action or omission of the Executive which constitutes a material breach of this Agreement, Executive’s death; (ii) willful failure the Executive’s Permanent Disability, which shall mean the Executive’s inability, as a result of physical or mental incapacity, substantially to perform the his duties assigned to the Executive by the CEO or the Board, from time to timehereunder for a period of six (6) consecutive months; (iii) fraud, breach a material violation by the Executive of fiduciary duty, embezzlement any applicable material law or misappropriation as against regulation respecting the Company, or business of the Employer; (iv) the conviction Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of the Employer, or which disqualifies the Executive from serving as an officer or director of the Employer or any one of its Subsidiaries; (v) the willful or negligent failure of the Executive to perform his duties hereunder in any material respect; (vi) the Executive engages in one or more violations of Employer’s policies or procedures or directives of the Board and that have a material financial adverse effect on the Employer or any one of its Subsidiaries; or (vii) the Executive is removed or suspended from which no appeal can be takenbanking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the “FDIA”), or any other applicable state or federal law. The Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1, an act or failure to act shall be considered “willful” only if done or omitted entitled to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the Company. With respect to clause at least thirty (i30) and (ii) above, the Company shall provide Executive days’ prior written notice of the alleged violation Employer’s intention to terminate his employment for any cause (except the Executive’s death) specifying the grounds for such termination and allow shall be provided a reasonable opportunity to present to the Board his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding the Executive’s Permanent Disability, each of the Executive ten (10) business days and the Employer shall choose a physician who together will choose a third physician to cure make a final determination thereof. Upon a termination of the violationExecutive’s employment with the Employer for Cause, the Executive shall be entitled to receive from the Employer only such payments as are due and owing to the Executive as of the effective date of such termination. Any termination If the Executive’s employment is terminated for Cause pursuant to this Paragraph 4.1 Section, then the Employer shall only be made in writing required to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid such Base Salary as shall have accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms effective date of such plan as in effect on termination and neither the date Employer nor any of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company its Subsidiaries shall have no any further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior obligations to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)Executive.

Appears in 3 contracts

Samples: Employment Agreement (Centrue Financial Corp), Employment Agreement (Centrue Financial Corp), Employment Agreement (Centrue Financial Corp)

Termination for Cause. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated at any time by the Company Termination for Cause. As used in this Agreement “Cause” " shall only mean termination because of Executive's personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, regulation (iother than traffic violations or similar offenses) or final cease and desist order, or any action or omission of the Executive which constitutes a material breach of any material provision of this Agreement. In determining incompetence, (ii) willful failure to perform the duties assigned to acts or omissions shall be measured against standards generally prevailing in the Executive by the CEO or the Board, from time to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felonysavings institution industry. For purposes of this Paragraph 4.1paragraph, an no act or failure to act on the part of the Executive shall be considered "willful” only if done " unless done, or omitted to be done without a done, by Executive not in good faith and without reasonable belief that such act Executives action or omission was in the best interest of the Bank. Any act, or failure to act was act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Bank shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the CompanyBank. With respect Notwithstanding the foregoing, Executive shall not be deemed to clause have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the entire membership of the Board of the Bank at a meeting of the Board called and held for that purpose (i) after reasonable notice to Executive and (ii) abovean opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause. Any stock options granted to Executive under any stock option plan of the Bank, the Company or any subsidiary or affiliate thereof, shall provide Executive written notice become null and void effective upon Executive's receipt of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination Notice of Termination for Cause pursuant to this Paragraph 4.1 Section 4 hereof, and shall not be made in writing exercisable by Executive at any time subsequent to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying such Termination for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)Cause.

Appears in 3 contracts

Samples: Change in Control Agreement (United Financial Bancorp, Inc.), Change in Control Agreement (United Financial Bancorp Inc), Change in Control Agreement (United Financial Bancorp, Inc.)

Termination for Cause. Notwithstanding anything contained in Myomo shall be entitled to terminate this Agreement to the contrary, this Agreement may be terminated at any time by the Company and Executive’s employment immediately and without notice for Cause. As used in this Agreement Termination for “Cause” shall only mean termination based upon: (i) any action or omission the failure by Executive to follow directions of the Executive Board of Directors in the handling of material matters which constitutes a material breach of this Agreement, are consistent with Executive’s position; (ii) the willful failure or continued engagement by Executive in conduct which is materially injurious to perform Myomo, monetarily or otherwise, including, but not limited to, the disclosure by Executive of Confidential Information (as defined in paragraph 5(a)(i)), which is inconsistent with Executive’s responsibilities set forth in Paragraph 2(b), breach by Executive of his fiduciary duties assigned to the Myomo, violation by Executive by the CEO of any restrictive covenant, including covenants not to compete, to solicit Myomo’s clients or the Boardemployees or disparage Myomo or their officers, from time to timeemployees, business partners, affiliates or representatives, as further defined in paragraph 5 below; (iii) a conviction of, a plea of nolo contendere, a guilty plea or confession by Executive to an act of fraud, breach of fiduciary duty, misappropriation or embezzlement or misappropriation as against the Company, or to a felony; (iv) Executive’s use, sale or possession of illegal substances, or habitual intoxication while conducting Myomo’s business; (v) a violation of Myomo’s employment policies as specified in the conviction Employee Handbook; (from which no appeal can be takenvi) of a material breach by Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1, an act Agreement; or (vii) Executive’s willful absence from his employment or willful failure or refusal to act shall be considered “willful” only if done perform or omitted to be done without a good faith reasonable belief that such act or failure to act was gross neglect in the best interests performance of the Companyhis duties or responsibilities hereunder. With respect Where reasonable, prior to clause termination under subparagraphs (i) and or (iiv) above, the Company shall Myomo will provide Executive with written notice of any act or omission it believes constitutes Cause for termination, including stating the alleged violation reasons for such belief, and allow Executive ten shall have thirty (1030) business days to cure and/or to present his position regarding the violationmatter. Any In the event of termination of Executive by Myomo for Cause, Myomo shall have no obligation to pay Executive anything other than any salary earned to date and to provide him with any benefit continuation rights as required by law. A termination for Cause pursuant to this Paragraph 4.1 shall will be made in writing to Executive, which notice shall set forth in detail all acts or omissions effective upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed Myomo’s delivery to Executive of a written notice advising him of his termination, provided that a termination for Cause under any plan provided for Executive under Paragraph 3 hereof subparagraphs (i) or (v), in accordance with the terms of such plan as in effect circumstances where thirty (30) calendar days advance written notice has been given, will be effective on the date thirty first (31st) calendar day after Executive’s receipt of termination of employment under this Paragraph 4.1said notice if the conduct constituting Cause has not, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding in the employment termination date. Except as provided aboveCompany’s opinion, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)been corrected by Executive.

Appears in 3 contracts

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

Termination for Cause. Notwithstanding anything contained in this Agreement to The Board may terminate the contrary, this Agreement may be terminated at any time Executive's employment by the Company Companies under this agreement for Cause. As used in cause; however, for purposes of this Agreement “Cause” agreement "cause" shall mean only mean (i) any action the Executive's confession or omission conviction of the Executive which constitutes a material breach of this Agreementtheft, fraud, embezzlement, or other crime involving dishonesty, (ii) the Executive's certification of materially inaccurate financial or other information pertaining to the Companies (or either of them) or any of the respective subsidiaries of the Companies with actual knowledge of such inaccuracies on the part of the Executive, (iii) the Executive's refusal or willful failure to perform the duties assigned cooperate with an investigation by a governmental agency pertaining to the Executive by financial or other business affairs of the CEO Companies (or either of them) or any of the respective subsidiaries of the Companies unless such refusal or willful failure is based upon a written directive of the Board or the Boardwritten advice of counsel, from time to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) the conviction Executive's excessive absenteeism (other than by reason of physical injury, disease, or mental illness) without a reasonable justification and failure on the part of the Executive to cure such absenteeism within twenty (20) days after the Executive's receipt of a written notice from which no appeal can be takenthe Board or the Chief Executive Officer of CSGS setting forth the particulars of such absenteeism, (v) material violation by the Executive of the provisions of Paragraph 11, (vi) habitual and material negligence by the Executive for any criminal act which is in the performance of his duties and responsibilities under or pursuant to this agreement and failure on the part of the Executive to cure such negligence within twenty (20) days after his receipt of a felony. For purposes written notice from the Board or the Chief Executive Officer of this CSGS setting forth in reasonable detail the particulars of such negligence, (vii) material non-compliance by the Executive with his obligations under Paragraph 4.1, an act or 9 and failure to act shall be considered “willful” only if done correct such non-compliance within twenty (20) days after the Executive's receipt of a written notice from the Board or omitted the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such non-compliance, (viii) material failure by the Executive to be done without comply with a good faith reasonable belief that such act lawful directive of the Board or the Chief Executive Officer of CSGS and failure to act was cure such non-compliance within twenty (20) days after the Executive's receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the best interests particulars of such non-compliance, (ix) a material breach by the Executive of any of his fiduciary duties to the Companies (or either of them) or any of the Company. With respect to clause (i) and (ii) aboverespective subsidiaries of the Companies and, if such breach is curable, the Company shall provide Executive written notice of the alleged violation and allow Executive Executive's failure to cure such breach within ten (10) days after the Executive's receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such breach, or (x) willful misconduct or fraud on the part of the Executive in the performance of the Executive's duties under this agreement as determined in good faith by the Board. In no event shall the results of operations of the Companies or any business days to cure judgment made in good faith by the violationExecutive constitute an independent basis for termination for cause of the Executive's employment under this agreement. Any termination of the Executive's employment for Cause pursuant to this Paragraph 4.1 shall cause must be made in writing to Executive, which notice shall set forth in detail all acts authorized by a majority vote of the Board taken not later than six (6) months after a majority of the members of the Board (other than the Executive if he is a member of the Board) have actual knowledge of the occurrence of the event or omissions upon which conduct constituting the Company is relying cause for such termination. Upon any termination pursuant to this Paragraph 4.1, If the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of Executive's employment under this Paragraph 4.1agreement is terminated by the Board for cause, as well as any annual incentive bonuses pursuant then the Executive will be entitled to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding receive the employment termination date. Except as provided above, following compensation and benefits from the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof).Companies:

Appears in 3 contracts

Samples: Employment Agreement (CSG Systems International Inc), Employment Agreement (CSG Systems International Inc), Employment Agreement (CSG Systems International Inc)

Termination for Cause. Notwithstanding anything contained in The Company may terminate this Agreement for Cause by service of written notice of the event constituting Cause, and such Cause continues for a period of thirty (30) days after written notification; provided, however, that in the event Cause can’t or is unable to be cured, then subject to this subsection (b), termination for Cause shall happen immediately following delivery of written notice. In the contrary, event this Agreement may be is terminated at any time by the Company for Cause, the Company will not have any further obligations towards Executive hereunder including, without limitation, any obligation of the Company to provide any further payments or benefits to the Executive after the effective date of such termination. As used in For purposes of this Agreement Agreement, “Cause” shall only mean (i) any action or omission of the following: (1) an intentional act of fraud, embezzlement, theft or any other material violation of law by Executive; (2) grossly negligent or intentional damage to the Company’s reputation or assets caused by Executive; (3) grossly negligent or intentional disclosure by Executive which constitutes of Confidential Information (as defined below) contrary to Executive’s obligations set forth herein; (4) the willful and continued failure by Executive to substantially perform required duties for the Company (other than as a result of Disability or death); (5) a material breach of this AgreementAgreement by Executive; or (6) the willful engagement in illegal conduct, (ii) willful failure gross misconduct by Executive, or a clearly established violation by Executive of the Company’s written policies and procedures, which is demonstrably and materially injurious to perform the duties assigned to the Executive by the CEO or the Board, from time to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the Company, monetarily or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1, an act or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the Company. With respect to clause (i) and (ii) above, the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violationotherwise. Any termination for Cause pursuant must be approved by a majority of the disinterested or independent members of the Board of Directors. If written notice has been delivered to this Paragraph 4.1 shall Executive alleging termination for Cause, Executive will have the right to request a Board of Directors meeting to be made in writing held at a mutually agreeable time and location to Executivebe attended by the members of the Board of Directors, at which notice shall set forth in detail all acts or omissions upon which meeting Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing within thirty (30) days after delivery of the Company is relying for such termination. Upon Company’s written notice, any termination pursuant of this Agreement will be deemed to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)occurred without Cause.

Appears in 3 contracts

Samples: Employment Agreement (Cross Border Resources, Inc.), Employment Agreement (Cross Border Resources, Inc.), Employment Agreement (Cross Border Resources, Inc.)

Termination for Cause. Notwithstanding anything contained in this Agreement to the contrary, this This Agreement may be terminated at any time by the Company for CauseCause as hereinafter defined. As used in this Agreement “Cause” shall only mean mean: (i) any action or omission of the Executive which constitutes a material breach of this Agreement, Executive’s death; (ii) willful failure the Executive’s Permanent Disability, which shall mean the Executive’s inability, as a result of physical or mental incapacity, substantially to perform the his duties assigned to the Executive by the CEO or the Board, from time to timehereunder for a period of six (6) consecutive months; (iii) fraud, breach a material violation by the Executive of fiduciary duty, embezzlement any applicable material law or misappropriation as against regulation respecting the Company, or business of the Employer; (iv) the conviction (from which no appeal can be taken) Executive being found guilty of Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1, felony or an act or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was of dishonesty in connection with the best interests performance of his duties as an officer of the Company. With respect to clause (i) and (ii) aboveEmployer, or which disqualifies the Executive from serving as an officer or director of the Employer, the Company or any one of the Subsidiaries; (v) the willful or negligent failure of the Executive to perform his duties hereunder in any material respect; (vi) the Executive engages in one or more violations of Employer’s policies or procedures or directives of the Board and that have a material financial adverse effect on the Employer, the Company or any one of the Subsidiaries; or (vii) the Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the “FDIA”), or any other applicable state or federal law. The Executive shall provide Executive be entitled to at least thirty (30) days’ prior written notice of the alleged violation Employer’s intention to terminate his employment for any cause (except the Executive’s death) specifying the grounds for such termination and allow shall be provided a reasonable opportunity to present to the Board his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding the Executive’s Permanent Disability, each of the Executive ten (10) business days and the Employer shall choose a physician who together will choose a third physician to cure make a final determination thereof. If the violation. Any termination Executive’s employment is terminated for Cause pursuant to this Paragraph 4.1 Section, then the Employer shall only be made in writing required to Executive, which notice pay the Executive such Base Salary as shall set forth in detail all acts or omissions upon which have accrued through the Company is relying for effective date of such termination. Upon any termination pursuant to this Paragraph 4.1and neither the Employer, the Company nor any of the Subsidiaries shall pay have any further obligations to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)Executive.

Appears in 3 contracts

Samples: Employment Agreement (Centrue Financial Corp), Employment Agreement (Centrue Financial Corp), Employment Agreement (Centrue Financial Corp)

Termination for Cause. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated at any time by the Company Following Executive’s Termination for Cause. As used in this Agreement “Cause” shall only mean (i) any action or omission of the Executive which constitutes a material breach of this Agreement, (ii) willful failure to perform the duties assigned to the Executive by the CEO or the Board, from time to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1, an act or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the Company. With respect to clause (i) and (ii) above, the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company Employers shall pay to the Executive any accrued but unpaid Base Salary accrued through the Effective Date date of termination specified of Executive’s employment (payable in such noticeaccordance with Employers’ normal payroll practices), and any earned but unpaid Incentive Compensation for any prior period, pro rata and to the extent earned (payable on the schedule as provided in Agreement paragraph 4(b) above). In addition, Any outstanding equity awards shall be subject to the Company terms and conditions of the applicable plan and applicable award agreement. Executive shall pay have no right to any benefits, if any, owed to Executive other compensation or benefits (except for vested benefits under any employee benefit plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such the plan as and any right to continued health coverage under COBRA or similar state law) for any period after a Termination for Cause. For purposes of this Agreement, “Termination for Cause,” which shall be determined by Employers’ Boards of Directors in effect on the date reasonable exercise of their discretion and acting in good faith, is a termination of Executive’s employment under this Paragraph 4.1, as well as a result of Executive’s dishonesty; willful misconduct; incarceration for ten (10) or more days; breach of fiduciary duties; intentional failure to perform his job duties; willful violation of any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder law (other than for reimbursement for reasonable business expenses incurred prior minor traffic violations or less serious offenses) or a final cease-and-desist order; the regulatory suspension or removal of Executive as defined in Agreement paragraph 8; Executive’s failure or refusal to follow instructions of the Boards of Directors of Employers; or Executive’s material breach of the terms of this Agreement, which material breach of this Agreement is not cured (to the extent deemed curable by the Boards) by Executive within 10 calendar days after his receipt of Employers’ written notice thereof, including, without limitation, failure by Executive to perform Executive’s duties and responsibilities in the manner and to the extent required under this Agreement. The termination of Executive’s employment shall not be a Termination for Cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted in good faith by the affirmative vote of not less than two-thirds of the membership of Employers’ Boards of Directors (other than Executive, if applicable) at a meeting of the Boards called and held for such purpose (after at least fifteen (15) days prior written notice of such meeting and Executive’s alleged improper conduct is communicated to Executive and Executive (together with Executive’s counsel) is given an opportunity to be heard before the Boards of Directors), finding that Executive is guilty of the conduct described as Termination for Cause and specifying in detail the grounds for its decision, and further that the specified conduct remains uncured pursuant to the terms hereof or was not capable of cure. Employers’ Boards of Directors, in their discretion, may place Executive on a paid leave of absence for all or any portion of the period of time from the delivery of the written notice described in this Agreement until the effective date of terminationthe Termination for Cause, subject, however or the date on which Executive returns to the provisions work from such paid leave of Paragraph 3.1 hereof)absence.

Appears in 3 contracts

Samples: Employment Agreement (Atlantic Capital Bancshares, Inc.), Employment Agreement (Atlantic Capital Bancshares, Inc.), Employment Agreement (Atlantic Capital Bancshares, Inc.)

Termination for Cause. Notwithstanding anything contained in (a) NRF may terminate this Agreement Agreement, effective upon 60 days’ prior written notice of termination from the Board of Directors to the contrary, this Agreement may be terminated at any time by the Company for Cause. As used in this Agreement “Cause” shall only mean Asset Manager if (i) Asset Manager engages in any action act of fraud, misappropriation of funds, or omission embezzlement against NRF or any of the Executive which constitutes a material breach of this Agreement, its subsidiaries; (ii) willful failure Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to perform a breach in bad faith or gross negligence, if the duties assigned effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to the Executive by the CEO or the Board, from time to timereverse such effects within 30 days of written notice); (iii) fraudthere is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, breach of fiduciary duty, embezzlement including an order for relief in an involuntary bankruptcy case or misappropriation as against the Company, Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which there is a felony. For purposes dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Paragraph 4.1Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an act Affiliate or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was permitted assignee, the events in the best interests of the Company. With respect to clause (iiii) and (iiiv) above, the Company with respect to such assignee shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any not constitute grounds for termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)by NRF.

Appears in 3 contracts

Samples: Asset Management Agreement (NorthStar Asset Management Group Inc.), Asset Management Agreement (Northstar Realty Finance Corp.), Asset Management Agreement (Northstar Realty Finance Corp.)

Termination for Cause. Notwithstanding anything contained in this Agreement to The employment of the contrary, this Agreement Employee may be terminated for Cause at any time by the Company vote of a majority of the Board; provided, however, that before the Companies may terminate the Employee's employment for Cause for any reason that is susceptible to cure, the Companies shall first send the Employee written notice of its intention to terminate this Agreement for Cause, specifying in such notice the reasons for such Cause and those conditions that, if satisfied by the Employee, would cure the reasons for such Cause, and the Employee shall have 30 days from receipt of such written notice to satisfy such conditions. As used If such conditions are satisfied within such 30-day period, the Companies shall so advise the Employee in writing. If such conditions are not satisfied within such 30-day period, the Companies may thereafter terminate this Agreement “Cause” for Cause on written Notice of Termination (as defined in SECTION 13(a)) delivered to the Employee describing with specificity the grounds for termination. Immediately on termination pursuant to this SECTION 11(A), the Companies shall only mean pay to the Employee in a lump sum any remaining unpaid Base Salary under SECTION 4(A) to the Date of Termination (as defined in SECTION 13(B)) and the Employee shall forfeit any Base Salary attributable to any period subsequent to the Date of Termination. On termination pursuant to this SECTION 11(A), the Employee shall forfeit (i) any action or omission his Bonus under SECTION 4(B) for the year in which such termination occurs, and (ii) all unvested Options and other options, warrants and rights relating to capital stock of the Executive which constitutes a material breach Companies, except those issued prior to the date of this Agreement, (ii) willful failure to perform the duties assigned to the Executive by the CEO or the Board, from time to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1Agreement, an act or failure to act Cause shall be considered “willful” only if done or omitted to be done without mean: (1) a good faith reasonable belief that such act or failure to act was in the best interests material breach of any of the Company. With respect to clause (i) and (ii) above, the Company shall provide Executive terms of this Agreement that is not immediately corrected following written notice of default specifying such breach; (2) repeated intoxication with alcohol or drugs while on Companies’ premises during its regular business hours to such a degree that, in the alleged violation and allow Executive ten (10) business days to cure reasonable judgment of the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which other managers of the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1Companies, the Company shall pay Employee is abusive or incapable of performing his duties and responsibilities under this Agreement; (3) conviction of a felony; or (4) misappropriation of property belonging to the Executive Companies and/or any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)its affiliates.

Appears in 3 contracts

Samples: Employment Agreement (Aduromed Industries, Inc.), Employment Agreement (Aduromed Industries, Inc.), Employment Agreement (Aduromed Industries, Inc.)

Termination for Cause. Notwithstanding anything contained in Company may terminate Executive’s employment pursuant to the terms of this Agreement to the contrary, this Agreement may be terminated at any time for cause by giving written notice of termination. Such termination will become effective upon the Company giving of such notice. Upon any such termination for Causecause, Executive shall have no right to compensation, bonus or reimbursement under Section 5. As used in For purposes of this Agreement Section 7.02, Causecause” shall only mean mean: (i) Executive is convicted of a felony which is directly related to Executive’s employment or the business of Company or could otherwise reasonably be expected to have a material adverse effect on Company’s business, prospects or future stock price which price should be measured over a period of at least six months. Felonies involving the driving of motor vehicles shall not be grounds for termination; (ii) Executive, in carrying out his duties hereunder, has been found in a civil action to have committed gross negligence or intentional misconduct resulting in either case in direct material harm to Company; (iii) Executive is found in a civil action to have breached his fiduciary duty to Company resulting in direct profit to him; (iv) Executive is found in a civil action to have materially breached any action provision of Section 9 or omission Section 10; (v) Executive’s repeated refusal to act in accordance with the reasonable directions of Company’s Board directing Executive to perform services consistent with Executive’s status as an officer of Company, which refusal is not cured by Executive within twenty (20) days of Executive’s receipt of written notice thereof from Company (provided, however, that if such breach cannot be cured within twenty (20) days and Executive commences the cure thereof and diligently pursues the same, such failure shall not constitute “cause” unless such breach is not cured in its entirety within thirty (30) days of Executive’s receipt of the written notice of breach); (vi) Executive commits acts of dishonesty, fraud, misrepresentation, or other acts of moral turpitude, that would prevent the effective performance of his duties; and (vii) Executive’s material breach of any obligations of Executive which constitutes remains uncured for more than twenty (20) days after written notice thereof by Company to Executive. Executive's failure to comply with the requirements of Section 9 of this Agreement shall constitute a material breach of this Agreement, (ii) willful failure to perform . The term "found in a civil action" shall not apply until all appeals permissible under the duties assigned to the Executive by the CEO applicable rules of procedure or the Board, from time to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1, an act or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the Company. With respect to clause (i) statute have been determined and (ii) above, the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)appeals are permissible.

Appears in 3 contracts

Samples: Employment Agreement (Universal Solar Technology, Inc.), Employment Agreement (Universal Solar Technology, Inc.), Employment Agreement (Universal Solar Technology, Inc.)

Termination for Cause. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated at any time by the Company Termination for Cause. As used in this Agreement “Cause” shall only mean termination because of Executive’s (ia) any action willful misconduct or omission habitual neglect in the performance of the Executive which constitutes a material breach of his duties under this Agreement, (iib) willful failure Executive’s conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for any felony, (c) material breach of any material provision of this Agreement that remains uncured ten (10) days following written notice thereof from the Company to perform Executive , unless such breach is of a kind not susceptible to cure within such ten (10) day period, in which case Executive shall have used his commercially reasonable effort to commence cure of such breach within such ten (10) day period and shall have cured such breach no later than the duties assigned to the Executive thirtieth (30th) day following such written notice by the CEO Company, (d) material violation of Company’s policies, the violation of which by other management employees would be grounds for termination of such other management employees, and that remains uncured ten (10) days following written notice thereof from the Company, unless such violation is of a kind not susceptible to cure within such ten (10) day period, in which case Executive shall have used his commercially reasonable effort to commence cure of such violation within such ten (10) day period and shall have cured such violation no later than the thirtieth (30th) day following such written notice from the Company, (e) Executive’s perpetration of an intentional and knowing fraud against or the Board, from time to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against affecting the Company, or any customer, agent, or employee thereof, or (ivf) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felonymaterial dishonesty, moral turpitude, fraud or misrepresentation with respect to his material duties under this Agreement. For purposes of this Paragraph 4.1hereof, an no act or failure to act on Executive’s part shall be considered “willful” only if unless done or omitted to be done without a not in good faith reasonable and without actual belief that such act the action or failure to act omission was in the best interests interest of the Company. With respect Notwithstanding the foregoing, Executive shall not be deemed to clause (i) have been terminated for Cause unless and (ii) above, the Company until there shall provide Executive written have been delivered to him a notice of termination which shall include a written statement to the alleged violation and allow effect that Executive ten (10) business days to cure the violation. Any was guilty of conduct justifying termination for Cause pursuant and specifying the particulars thereof in detail. Executive shall not have the right to this Paragraph 4.1 receive compensation or other benefits for any period after termination for Cause which have not vested or been earned as of the Termination Date. Executive shall be made in writing have the right to Executivereceive compensation or other benefits which have already vested or been earned as of the Termination Date for Cause, which notice shall set forth in detail all acts unless payment of such compensation or omissions upon which the Company benefits is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with expressly prohibited by the terms of any plan, program or agreement governing such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)compensation or benefits.

Appears in 2 contracts

Samples: Executive Employment Agreement (Second Sight Medical Products Inc), Executive Employment Agreement (Second Sight Medical Products Inc)

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Termination for Cause. Notwithstanding anything contained in this Agreement to the contrary, this Agreement The Company may be terminated at any time by terminate Officer's employment with the Company for Cause. As used in In the event Officer's employment with the Company is terminated by the Company "Cause", this Agreement “Cause” will terminate effective upon such termination for Cause and Officer shall only mean (i) not be entitled to any action or omission of the Executive which constitutes a material breach benefits of this Agreement, (ii) willful failure to perform Agreement through the duties assigned to the Executive by the CEO date of such termination or the Board, from time to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felonyotherwise. For purposes of this Paragraph 4.1Agreement, an the Company shall have "Cause" to terminate the Officer's employment only on the basis of: (a) The Officer's willful and continued failure to substantially to perform his duties with the Company (other than any such failure resulting from his incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Officer by the Company's Board of Directors which specifically identifies the manner in which such Board of Directors believes that the Officer has not substantially performed his duties; or (b) The Officer's willful engagement in conduct materially and demonstrably injurious to the Company. For purposes of this subsection, no act or failure to act on Officer's part shall be considered "willful” only if done " unless done, or omitted to be done without a done, by the Officer not in good faith and without reasonable belief that such act his action or failure to act omission was in the best interests interest of the Company. With respect Officer shall not be deemed to clause (i) have been terminated for Cause unless and (ii) above, until there shall have been delivered to Officer a copy of a resolution duly adopted by the Company shall provide Executive written notice affirmative vote of not less than two-thirds of the alleged violation entire membership (excluding Officer) of the Company's Board of Directors, at a meeting of the Board of Directors called and allow Executive ten (10) business days to cure held for the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made purpose, finding that in writing to Executivethe good faith opinion of the Board of Directors, which notice shall Officer was guilty of conduct set forth in detail all acts subsection (a) or omissions upon which (b) of this Section and specifying the particulars thereof in detail. If Officer believes that the Company is relying for such termination. Upon any termination pursuant does not have Cause to this Paragraph 4.1terminate Officer's employment, Officer may request, by written notice to the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on given within thirty (30) days from the date Officer a copy of termination the resolution referred to above, that the question of Cause to terminate Officer's employment be submitted to final and binding arbitration under the Oklahoma Arbitration Act. Pending the arbitration decision, Officer shall be entitled to receive all of Officer's benefits under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination dateAgreement. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)12.

Appears in 2 contracts

Samples: Officer Employment Agreement (Webco Industries Inc), Officer Employment Agreement (Webco Industries Inc)

Termination for Cause. Notwithstanding anything contained in this Agreement to The Employer may terminate the contrary, this Agreement may be terminated Executive's employment at any time by the Company for Cause, after providing Executive with at least 30 days' notice of such proposed termination and 15 days to remedy the alleged defect. As used in this Agreement “Cause” shall only mean (i) any action or omission of the Executive which constitutes a material breach of In this Agreement, (ii) willful "Cause" means the wilful and continued failure to perform the duties assigned to by the Executive by to substantially perform, or otherwise properly carry out, the CEO Executive's duties on behalf of Parent or an affiliate, or to follow, in any material respect, the lawful policies, procedures, instructions or directions of the Employer or any applicable affiliate (other than any such failure resulting from the Executive's disability or incapacity due to physical or mental illness), or the BoardExecutive wilfully or intentionally engaging in illegal or fraudulent conduct, from time to time; (iii) fraudfinancial impropriety, intentional dishonesty, breach of fiduciary duty, embezzlement duty of loyalty or misappropriation as against the Company, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal similar intentional act which is a felonymaterially injurious to Parent or an affiliate, or which may have the effect of materially injuring the reputation, business or business relationships of the Employer or an affiliate, or any other act or omission constituting cause for termination of employment without notice or pay in lieu of notice at common law. For the purposes of this Paragraph 4.1definition, an act no act, or failure to act act, on the part of an Executive shall be considered “willful” only if done "wilful" unless done, or omitted to be done done, by the Executive in bad faith and without a good faith reasonable belief that such act the Executive's action or failure to act was in omissions were in, or not opposed to, the best interests of the CompanyEmployer and its affiliates. With respect In the event of termination for Cause, all unvested stock options or other awards granted to clause (i) and (ii) above, the Company shall provide Executive written notice pursuant to the terms of the alleged violation and allow Parent's Stock Option Plan (the "Option Plan") will immediately be void on the date the Employer notifies the Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for of such termination. Upon In the event of termination for Cause, the rights of the Executive with respect to any termination performance share units ("PSUs") granted pursuant to this Paragraph 4.1, the Company shall pay Parent's Performance Share Unit Plan (the "PSU Plan") will be governed pursuant to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)PSU Plan.

Appears in 2 contracts

Samples: Employment Agreement (Ritchie Bros Auctioneers Inc), Employment Agreement (Ritchie Bros Auctioneers Inc)

Termination for Cause. Notwithstanding anything contained Buyer may terminate this Order, or any part hereof, for cause, in this Agreement the event of any (a) default by Vendor or if Vendor fails to the contrary, this Agreement may be terminated at comply with any time by the Company for Cause. As used in this Agreement “Cause” shall only mean (i) any action or omission of the Executive which constitutes terms and conditions of this Order; or (b) Vendor defaults on a material breach debt obligation, becomes insolvent, files a voluntary petition in bankruptcy, is adjudicated bankrupt, or has a receiver or trustee appointed for a substantial part of any of its property; or (c) Vendor makes a material liquidation of assets, or reorganization or insolvency proceedings are commenced by or against Vendor; then Buyer shall have the right to terminate this AgreementOrder. Vendor shall have 10 days to submit an acceptable plan to cure such default to Buyer (unless the default is due to a material threat to health, (ii) willful safety or the environment), and such an event of default must be corrected within 45 days, unless a shorter period of time is required by a customer contract to resolve such a default, in which case the more stringent requirements regarding timing shall prevail. Notwithstanding the foregoing, in the event that the default is a health, safety or environmental default, then such default must be cured within 48 hours and/or Buyer shall have the right to terminate this Order, in whole or in part, effective immediately upon delivery of a written termination notice. Late deliveries, deliveries of products which are defective or which do not conform to this Order, and failure to provide Buyer upon request reasonable assurances of future performance, will allow Buyer to terminate this Order for cause. In the event of a termination for cause, Buyer will not be liable to Vendor for any amount, and Vendor shall be liable to Buyer for all direct costs, losses, and damages arising from Vendor’s failure to perform the duties assigned to the Executive by the CEO or the Board, from time to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1, an act or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the Company. With respect to clause (i) and (ii) above, the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance comply with the terms of this Order, in addition to any and all rights and remedies provided by this Order or by law. If it is determined by a court of competent jurisdiction, that Buyer improperly terminated this Order for cause, such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid shall be deemed a termination for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)convenience.

Appears in 2 contracts

Samples: Acceptance Agreement, Acceptance Agreement

Termination for Cause. Notwithstanding anything contained in The Company may terminate the Executive's employment pursuant to the terms of this Agreement to the contrary, this Agreement may be terminated at any time for Cause by giving written notice of termination. The Executive shall have 10 days from the date of the notice to provide the Company with evidence that the Company is mistaken as to "Cause" and that the Executive's behavior does not meet the criteria for "Cause" as defined herein. During such 10 day period the Executive shall be suspended without pay; if employment is reinstated the Executive shall be paid for the 10 day period and if the termination is upheld such termination shall be effective upon the giving of written notice of termination. Upon any such termination for Cause. As used in this Agreement “Cause” shall only mean (i) any action or omission of , the Executive which constitutes a material breach of this Agreementshall have no right to compensation or reimbursement under Section 4, (ii) willful failure or to perform the duties assigned participate in any employee benefit programs under Section 5, except as provided by law, for any period subsequent to the Executive by the CEO or the Board, from time to time; (iii) fraud, breach effective date of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felonytermination. For purposes of this Paragraph 4.1Section 6(b), an act "Cause" shall mean: (i) the Executive is convicted of a felony involving any subject matter (ii) is charged with a felony relating to the business of the Company or failure to act shall be considered “willful” only if done or omitted to be done without any Affiliate; (iii) is convicted of a good faith reasonable belief that such act or failure to act was in misdemeanor directly involving the best interests Executive's employment which directly affects the business of the Company. With respect ; (iv) is found after an internal investigation to clause have engaged in sexual misconduct which is related to the Executive's employment or the business of the Company; (iv) and the Executive, in carrying out his duties hereunder, has acted with gross negligence or intentional misconduct resulting, in either case, in harm to the Company; (iivi) above, the Executive misappropriates Company funds or otherwise defrauds the Company; (vii) the Executive breaches his fiduciary duty to the Company shall provide resulting in profit to him, directly or indirectly; (viii) the Executive written notice has been found to have committed any act or failed to take any action which results in the Company's common stock being delisted for trading on the principal trading market or exchange; (ix) the Executive is convicted of illegal possession or use of a controlled substance; (x) the Executive engages in chronic absenteeism or drinking to excess; (xi) the Executive fails or refuses to cooperate in any official investigation conducted by or on behalf of the alleged violation and allow Executive ten Company; (10xii) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive materially breaches any unpaid Base Salary accrued through provision of this Agreement including Section 3(d); or (xiii) the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed Executive on more than one occasion fails to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance comply with the terms directives of such plan as in effect on the date Company's board of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)directors.

Appears in 2 contracts

Samples: Employment Agreement (SFBC International Inc), Employment Agreement (SFBC International Inc)

Termination for Cause. Notwithstanding anything contained in this Agreement With respect to the contrarytermination of Executive’s employment, this Agreement may be terminated at any time by the Company for Cause. As used in this Agreement “Cause” shall only mean be considered to exist if Executive: (i) has willfully failed or refused to perform his assigned duties under this Agreement in any action material respect (including, for these purposes, Executive’s inability to perform such duties as a result of drug or omission of the Executive which constitutes a material breach of this Agreement, alcohol dependency); (ii) willful failure to perform has committed gross negligence in the duties performance of, or is guilty of continual neglect of, his assigned to the Executive by the CEO or the Board, from time to timeduties; (iii) fraudhas been convicted or entered a plea of guilty or nolo contendere to, breach the commission of fiduciary dutya felony or any other crime involving dishonesty, embezzlement personal profit or misappropriation as against other circumstance likely, in the reasonable judgment of the Board of Directors of the Company, to have a material adverse effect on the Bank and the Company or their business, operations or reputation taken as a whole; (iv) has violated, in any material respect, any law, rule, regulation, written agreement or final cease-and-desist order applicable to the conviction Bank or the Company in his performance of services for the Bank or the Company or the Company’s or the Bank’s code of conduct; or (from which no appeal can be takenv) has willfully and intentionally breached the material terms of Executive for this Agreement in any criminal act which is a felonymaterial respect. For purposes of this Paragraph 4.1definition, an no act or failure to act on the part of Executive shall be considered “willful” only if done unless it is done, or omitted to be done done, by Executive in bad faith or without a good faith reasonable belief that such act Executive’s action or failure to act omission was in the best interests of the Bank and the Company. With respect Any act, or failure to clause (i) and (ii) aboveact, based upon authority given pursuant to a resolution duly adopted by the Board of Directors of the Company, the board of directors of the Bank or the Executive Committee of either board or based upon the written advice of counsel for the Company shall provide be conclusively presumed to be done, or omitted to be done, by Executive written notice in good faith and in the best interests of the alleged violation Bank and allow Executive ten (10) business days to cure the violationCompany. Any such determination must be made by a majority vote of the entire membership of the Board of Directors of the Company at a meeting of the Board of Directors called and held for that purpose, finding that, in the good faith opinion of the Board of Directors, Executive’s conduct satisfies the requirements for termination for Cause. Termination for Cause pursuant to this Paragraph 4.1 shall be made in writing effected by written Notice of Termination (as described below) to ExecutiveExecutive setting forth with particularity the grounds for termination. Notwithstanding any other provision to the contrary, which notice shall and for the avoidance of doubt, other than with respect to earned but unpaid salary and such other vested benefits as are set forth in detail all acts this Agreement and in any other agreement or omissions upon which plan, Executive shall not have the Company is relying right to receive compensation or other benefits for such terminationany period after termination for Cause. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay Notwithstanding anything herein to the contrary, Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination acknowledges and agrees that commencement of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding is further conditioned upon the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred Company’s prior to the date receipt of termination, subject, however to the provisions of Paragraph 3.1 hereof)satisfactory results regarding customary drug testing.

Appears in 2 contracts

Samples: Employment Agreement (Sun Bancorp Inc /Nj/), Employment Agreement (Sun Bancorp Inc /Nj/)

Termination for Cause. Notwithstanding anything contained in this Agreement If the Executive’s employment is terminated by the Corporation for Cause, the amount the Executive shall be entitled to receive from the Corporation shall be limited to his base salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to the contraryfiscal year of the Corporation most recently ended, this Agreement may be terminated at and any time nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company Corporation. Such payments shall be made to the Executive within sixty (60) days of the date of the Executive’s termination. Also, if the Executive’s employment is terminated by the Corporation for Cause, all unvested or unearned Shares, as the case may be, granted pursuant to the Special Award shall be forfeited. As used in For purposes of this Agreement Agreement, the term “Cause” shall only mean be limited to (i) any action by the Executive involving willful disloyalty to the Corporation, such as embezzlement, fraud, misappropriation of corporate assets or omission a breach of the Executive which constitutes a material breach of this Agreement, covenants set forth in Sections 10 and 11 below; or (ii) willful failure to perform the duties assigned to the Executive by the CEO being convicted of a felony; or the Board, from time to time; (iii) fraud, breach the Executive being convicted of fiduciary duty, embezzlement any lesser crime or misappropriation as against offense committed in connection with the Company, performance of his duties hereunder or involving moral turpitude; or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1, an act or intentional and willful failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the Company. With respect to clause (i) and (ii) above, the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to by the Executive any unpaid Base Salary accrued through to substantially perform his duties hereunder as directed by the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder Board (other than any such failure resulting from the Executive’s incapacity due to physical or mental disability) after a demand for reimbursement for reasonable business expenses incurred prior to substantial performance is made on the date Executive by the Board of termination, subject, however to the provisions of Paragraph 3.1 hereof)Directors.

Appears in 2 contracts

Samples: Employment Agreement (Health Care Reit Inc /De/), Employment Agreement (Health Care Reit Inc /De/)

Termination for Cause. Notwithstanding anything contained in The Bank may terminate this Agreement to the contrary, this Agreement may be terminated agreement at any time without further obligation or liability to Executive, by action of the Board of Directors, if Executive: (a) fails to perform or habitually neglects the duties which he is required to perform hereunder; (b) engages in illegal activity which materially adversely affects the Bank's reputation in the community or which evidences the lack of Executive's fitness or ability to perform Executive's duties as determined by the Company for Cause. As used Board of Directors in this Agreement “Cause” shall only mean (i) any action or omission of the Executive which constitutes a material breach of this Agreement, (ii) willful failure to perform the duties assigned to the Executive by the CEO or the Board, from time to timegood faith; (iiic) fraudengages in the use or possession of any controlled substance or in chronic abuse of alcoholic beverages; (d) exhibits personal dishonesty, incompetence, willful misconduct, breach of fiduciary dutyduty involving personal profit, embezzlement or misappropriation as against the Companyintentional failure to perform his stated duties, or willful violation of any law, rule, regulation (ivother than traffic violations or similar offenses) or final cease-and-desist order; or (e) commits any act which would cause termination of coverage under the conviction Bank's Bankers' Blanket Bond as to Executive (as distinguished from termination of coverage as to the Bank as a whole). Such termination shall not prejudice any remedy which no appeal can be taken) the Bank may have at law, in equity, or under this Agreement. The Bank may also terminate this Agreement without further obligation or liability to Executive in the event that the Bank is not licensed to do business, does not receive a Certificate of Executive Authority to commence the business of banking from the Office of the Comptroller of the Currency or fails to obtain insurance of accounts from the Federal Deposit Insurance Corporation for any criminal act which is a felonyreason. For purposes of this Paragraph 4.1, an act or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the Company. With respect to clause (i) and (ii) above, the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause Termination pursuant to this Paragraph 4.1 F.1 shall be made in writing become effective immediately upon notice to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, from the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)Bank.

Appears in 2 contracts

Samples: Employment Agreement (Chino Commercial Bancorp), Employment Agreement (Chino Commercial Bancorp)

Termination for Cause. Notwithstanding anything contained in PNMAC may terminate Executive’s employment under this Agreement to the contrary, this Agreement may be terminated at any time by the Company for Cause. As used in this Agreement “Cause” shall only mean by written Notice of Termination. A termination for Cause is a termination by reason of: (i) any action or omission of the Executive which constitutes a material breach of this Agreement, Agreement (other than as a result of incapacity due to death or Disability) which is committed by Executive in bad faith and which is not remedied within thirty (30) days of Executive’s receipt of a notice to cure such breach; (ii) willful failure Executive’s conviction by a court of competent jurisdiction of a felony involving dishonesty or moral turpitude, provided, however, that any convictions solely on the basis of vicarious liability shall not give PNMAC the right to perform the duties assigned to the terminate Executive by the CEO or the Board, from time to timefor Cause; (iii) fraud, breach entry of fiduciary duty, embezzlement an order duly issued by any federal or misappropriation as against state regulatory agency having jurisdiction of the Company, matter removing Executive from office of PNMAC or its subsidiaries or permanently prohibiting him from participating in the conduct of the affairs of PNMAC or any of its subsidiaries; or (iv) proven acts of fraud or willful misconduct committed by Executive in connection with the conviction (from which no appeal can be taken) performance of Executive for any criminal act which is a felony. For purposes his duties under Section 2 of this Paragraph 4.1, an act or failure Agreement which result in material injury to act shall be considered “willful” only if done or omitted to be done without PNMAC. In the event of a good faith reasonable belief that such act or failure to act was in the best interests of the Company. With respect to clause (i) and (ii) above, the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 Section 7(c), Executive shall be made entitled to receive (a) his base salary for the entire period up to and including the date of Executive’s termination for Cause; (b) accrued but unused PTO through the Termination Date; and (c) reimbursement of any unreimbursed expenses incurred by Executive pursuant to Section 6 of this Agreement. If Executive is convicted of a felony involving dishonesty or moral turpitude or removed from office and/or prohibited from participating in writing to the conduct of the affairs of PNMAC or any of its subsidiaries by any federal or state regulatory agency having jurisdiction of the matter, and if the charges resulting in such removal or prohibition are ultimately dismissed or if a final judgment on the merits of such charges is issued in favor of Executive, which notice or if the felony conviction is overturned on appeal, then Executive’s termination shall set forth be treated as a Termination Other Than for Cause pursuant to Section 7(d). Notwithstanding anything to the contrary in detail all acts this Agreement or omissions upon which the Company is relying for such termination. Upon any other document, Executive’s termination pursuant to this Paragraph 4.1Section 7(c) shall not affect Executive’s ownership of PNMAC Common Units or Preferred Units (or Class A Units into which such Common Units and/or Preferred Units are converted), the Company or Class A Common Stock of PFS and shall pay not affect Executive’s entitlement to the Executive any unpaid Base Salary accrued through the Effective Date all benefits which have vested or which are otherwise payable in respect of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed periods ending prior to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of his termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)employment.

Appears in 2 contracts

Samples: Employment Agreement (Pennymac Financial Services, Inc.), Employment Agreement (Pennymac Financial Services, Inc.)

Termination for Cause. Notwithstanding anything contained in CBS may, at its option, terminate your employment under this Agreement forthwith for Cause and thereafter shall have no further obligations under this Agreement, including, without limitation, any obligation to the contrary, this Agreement may be terminated at any time by the Company for Causepay Salary or Bonus or provide benefits. As used in this Agreement “Cause” Cause shall only mean mean: (i) your willful and material failure substantially to perform your lawful duties to CBS (other than as a result of total or partial incapacity due to physical or mental illness) or your willful and material failure to follow the lawful direction that is appropriate to your position from an executive(s) in your reporting line; (ii) material dishonesty in the performance of your duties to CBS; (iii) conviction of a felony under the laws of the United States or any action state thereof, (iv) your willful and material misconduct in connection with your duties to CBS or any willful act or omission which is materially injurious to the financial condition or business reputation of the Executive which constitutes a CBS or any of its subsidiaries or affiliates; (v) your willful and material breach of the terms of this AgreementAgreement or any non-compete, non-solicitation or confidentiality provisions to which you are subject; (iivi) your willful failure to perform the duties assigned to the Executive cooperate with a bona fide internal investigation or investigation by the CEO regulatory or law enforcement authorities or the Boarddestruction or failure to preserve documents or other material reasonably likely to be relevant to such an investigation, or the inducement of others to fail to cooperate or to destroy or fail to produce documents or other material; or (vii) your willful failure to comply with the material written policies of CBS, including the CBS Business Conduct Statement or successor conduct statement as they apply from time to time; provided, that any act or omission that is or would constitute grounds for a termination for Cause shall not constitute such grounds for a termination for Cause if: (iiiA) fraud, breach CBS does not send a notice of fiduciary duty, embezzlement termination (in accordance with Section 13) to you within 45 days after CBS learns or misappropriation as against should have learned of the Company, occurrence of the event; or (ivB) the conviction in regard to section 9(a)(i) or (from which no appeal can be taken) of Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1, an act or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the Company. With respect to clause (i) and (iiv) above, you cure the Company shall provide Executive written act or omission that would give rise to a Termination for Cause within 20 days after the delivery of the notice of the alleged violation and allow Executive ten termination (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereofSection 13).

Appears in 2 contracts

Samples: Cnet Networks Inc, Cnet Networks Inc

Termination for Cause. Notwithstanding anything contained in For purposes of this Agreement to the contraryAgreement, this Agreement may be terminated at any time by the Company “Termination for Cause. As used in this Agreement “Cause” shall only mean include termination because of Executive’s personal dishonesty; incompetence; willful misconduct (iincluding, without limitation, personal behavior that would cause disruption in the workplace with third parties, other employees, customers, or Board members); breach of fiduciary duty involving personal profit; moral turpitude; intentional failure to perform stated duties; willful violation of any law, rule, or regulation which negatively impacts Bank (other than traffic violations or similar offenses) any action or omission willful violation of the Executive which constitutes a final cease-and-desist order; or a material breach of any provision of this Agreement, (ii) willful failure to perform the duties assigned to the Executive by the CEO or the Board, from time to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felony. For purposes of this Paragraph 4.17, an act or failure to act shall be considered the term “willful” only if done is defined to include any act or omitted omission which demonstrates an intentional or reckless disregard for the duties and responsibilities owed to the business of Bank by Executive. Notwithstanding the foregoing, Executive shall not be done without deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths (3/4) of the members of the Board, finding that in the good faith reasonable belief that such act or failure to act was in the best interests opinion of the CompanyBoard, Executive was guilty of conduct justifying Termination for Cause and specifying the reasons thereof. With respect Executive shall not have the right to clause (i) and (ii) above, the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violationreceive compensation or other benefits for any period after Termination for Cause. Any termination unexercised stock options granted to Executive under any stock option plan or any unvested awards granted under any other stock benefit plan of Bank, or any subsidiary or affiliate thereof, shall become null and void, effective upon Executive's receipt of Notice of Termination for Cause pursuant to this Paragraph 4.1 8 hereof, and shall not be made in writing exercisable by Executive at any time subsequent to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying such Termination for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)Cause.

Appears in 2 contracts

Samples: Employment Agreement (Jefferson Bancshares Inc), Employment Agreement (Jefferson Bancshares Inc)

Termination for Cause. Notwithstanding anything contained in If the Company determines to terminate Executive’s employment during the Term of Employment for Cause, as defined herein, the Company shall have no liability to Executive other than to pay Executive’s wages and benefits through the effective date of Executive’s termination, it being understood that the Initial RSUs, to the extent then unvested, shall be forfeited. Executive, however, will continue to be bound by all provisions of this Agreement to the contrary, this Agreement may be terminated at any time by the Company for Cause. As used in this Agreement “Cause” shall only mean (i) any action or omission that survive termination of the Executive which constitutes a material breach of this Agreement, (ii) willful failure to perform the duties assigned to the Executive by the CEO or the Board, from time to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felonyemployment. For purposes of this Paragraph 4.1Agreement, an act “Cause” shall mean: (1) Executive’s willful and continued gross neglect of duties, (2) the willful engaging by Executive in illegal conduct that is materially and demonstrably injurious to the Company or (3) the willful engaging by Executive in gross misconduct that is materially and demonstrably injurious to the Company, which, in the case of clauses (1) and (3), has not been cured within 30 days after a written demand for substantial performance is delivered to Executive by the Board that specifically identifies the manner in which the Board believes that Executive has grossly neglected his duties or has engaged in gross misconduct. No act, or failure to act act, on the part of Executive shall be considered “willful” only if done unless it is done, or omitted to be done done, by Executive in bad faith or without a good faith reasonable belief that such act Executive’s action or failure to act omission was in the best interests of the Company. With respect Any act, or failure to clause (i) and (ii) aboveact, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall provide be conclusively presumed to be done, or omitted to be done, by Executive written notice in good faith and in the best interests of the alleged violation and allow Company. The cessation of employment of Executive ten (10) business days shall not be deemed to cure the violation. Any termination be for Cause pursuant unless and until there shall have been delivered to this Paragraph 4.1 shall be made in writing to Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board (excluding Executive, which notice shall set forth in detail all acts or omissions upon which if Executive is a member of the Company is relying Board) at a meeting of the Board called and held for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed purpose (after reasonable notice is provided to Executive under any plan provided and Executive is given an opportunity, together with counsel for Executive under Paragraph 3 hereof Executive, to be heard before the Board), finding that, in accordance with the terms good faith opinion of such plan as the Board, Cause exists and specifying the particulars thereof in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)detail.

Appears in 2 contracts

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

Termination for Cause. Notwithstanding anything contained in Unified may terminate the Executive's employment during the Employment Period for "Cause," which for purposes of this Agreement to the contraryshall mean termination based upon, this Agreement may be terminated at any time by the Company for Cause. As used in this Agreement “Cause” shall and only mean upon: (i) any action or omission the continued failure of the Executive which constitutes a material breach of this Agreement, (ii) willful failure to perform substantially, during the duties assigned Employment Period, the Executive's Positions and Duties with Unified (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the CEO Board or the BoardChief Executive Officer of Unified which specifically identifies the manner in which the Board or Chief Executive Officer believes that the Executive has not substantially performed the Executive's Positions and Duties, from time or (ii) the willful engaging by the Executive during the Employment Period in gross misconduct that directly causes material injury to time; Unified, or (iii) fraud, breach conviction of fiduciary duty, embezzlement the Executive of a felony (or misappropriation as against a guilty or nolo contendere plea by the Company, or (ivExecutive with respect thereto) willfully committed by the conviction (from which no appeal can be taken) Executive in the course of Executive for any criminal act which is a felonyperformance of his Positions and Duties with Unified during the Employment Period. For purposes of this Paragraph 4.1paragraph, an act no course of conduct, action or failure to act omission on the Executive's part shall be considered “willful” only if done or omitted to be grounds for Cause unless such course of conduct, action or omission (x) was done without a good faith reasonable belief that such act the course of conduct, action or failure to act omission was in the best interests of the Company. With respect to clause (i) Unified, and (iiy) aboveis inconsistent with standards of conduct consistently applied to other senior executive officers of the Unified Group. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Company Board, or based upon the instructions of the Chief Executive Officer or any other senior officer of Unified or any other member of the Unified Group, or based upon the advice of counsel for Unified shall provide be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of Unified. Termination for Cause may be effected by, and only by, written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms provisions of Section 9.3 hereof stating with particularity each action or condition constituting Cause, sufficient in detail such that the corrective measures necessary to cure such action(s) or condition(s) may be readily inferred from the face of the notice. During the ninety-day period following receipt of such plan as notice by Executive, Unified shall use its best efforts to cooperate with Executive to cure the action(s) or condition(s) set forth in effect on Unified's notice. If a cure is commercially reasonable and the date Executive fails to take sufficient steps within such ninety-day period to effectuate a cure, then and only then may Unified terminate his employment for Cause. Failure of termination Unified to set forth in such notice any material fact or circumstance (then known or that should be then known by Unified) that contributes to a showing of employment Cause shall waive any right of Unified to assert such fact or circumstance in enforcing its rights under this Paragraph 4.1Agreement in connection with such notice, as well as any annual incentive bonuses but shall not waive Unified's right pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding subsequent notice to terminate the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date Executive on grounds of termination, subject, however to the provisions of Paragraph 3.1 hereof)any then unknown material fact or circumstance.

Appears in 2 contracts

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

Termination for Cause. Notwithstanding anything contained in this Agreement to the contrary, this Agreement Employer may be terminated at any time by the Company terminate Executive’s employment for Causecause as hereinafter defined. As used in this Agreement “Cause” shall only mean mean: (i) any action or omission of the Executive which constitutes a material breach violation by Executive of this Agreement, any applicable material law or regulation respecting the business of Employer or its Affiliates; (ii) willful failure to perform Executive’s commission of an action constituting a felony, an act of dishonesty in connection with the performance of Executive’s duties assigned to the as an officer of Employer, or an act which disqualifies Executive by the CEO or the Board, from time to timeserving as an officer of Employer; (iii) fraud, breach of fiduciary duty, embezzlement Executive’s willful or misappropriation as against the Company, or negligent failure to perform his duties hereunder in any material respect; (iv) Executive’s failure (as determined by the conviction Board of Directors of Employer (the “Board”)) to comply with the reasonable rules, regulations, policies, directions and restrictions as may be established from which no appeal can be takentime to time by the Board or the President and Chief Executive Officer, provided that the implementation of such rules, regulations, policies, directions and restrictions would not give the Executive the right to terminate for Constructive Discharge under Section 6(c)(i)(B) unless Executive did not object in writing to such rules, regulations, policies, directions or restrictions within ten (10) days after their implementation; or (v) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the “FDIA”), or any other applicable state or federal law. Executive shall be entitled to at least thirty (30) days’ prior written notice of Employer’s intention to terminate Executive’s employment for any criminal act which is Cause specifying the grounds for such termination, a felonyreasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Board Executive’s position regarding any dispute relating to the existence of such cause. Upon a termination of Executive’s employment with Employer for Cause, Executive shall be entitled to receive from Employer only the Earned Amounts and Employer shall not be obligated to pay Executive any bonus or other compensation of any kind, or have any further obligations to Executive; provided, however, Executive shall not forfeit any rights Executive may have under any welfare or retirement benefit plans of Employer. For purposes of this Paragraph 4.1Agreement, an act or failure to act Executive’s employment shall be considered “willful” only if done or omitted deemed to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the Company. With respect to clause (i) and (ii) above, the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination have been terminated for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date as of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of if, after Executive’s employment under this Paragraph 4.1is terminated, facts and circumstances are discovered that would have justified, in the Board’s opinion, a termination for Cause. If Executive’s termination is determined to be for Cause as well as any annual incentive bonuses provided in the immediately preceding sentence, Executive shall, upon notice from Employer, immediately repay all amounts paid to Executive pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment his termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)employment.

Appears in 2 contracts

Samples: Employment Agreement (First Federal Bancshares Inc /De), Employment Agreement (First Federal Bancshares Inc /De)

Termination for Cause. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated at any time Termination by the Company of the Executive's employment for cause (hereinafter referred to as "Termination for Cause. As used in this Agreement “Cause” ), shall only mean termination upon (i) any action or omission of the willful and continued failure by the Executive which constitutes to substantially perform the Executive's material duties with the Company (other than any such failure resulting from the Executive's incapacity due to physical or mental illness or any such failure after the issuance by the Executive for Good Reason of a material breach Notice of Termination (as the terms "Good Reason" and "Notice of Termination" are defined in this Agreement, (ii) willful failure to perform the duties assigned after a written demand for substantial performance is delivered to the Executive by the CEO or the Board, from time which demand specifically identifies the material duties that the Board believes that the Executive has not substantially performed, or (ii) the willful engaging by the Executive in conduct that is demonstrably and materially injurious to time; the Company, monetarily or otherwise. For purposes of this Paragraph 6, no act, or failure to act, on the Executive's part, shall be deemed "willful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive's action or omission was in the best interest of the Company, or (iii) fraudthe conviction of the Executive of a felony, breach including the plea of fiduciary dutynolo contendere, embezzlement or misappropriation as against limited solely for a crime related to the business operations of the Company, or that results in the Executive being unable to substantially carry out his duties as set forth in this Agreement, or (iv) the conviction commission of any act by the Executive against the Company that may be construed as the crime of embezzlement, larceny, and/or grand larceny. Any other provision in this paragraph to the contrary notwithstanding, the Executive shall not be deemed to have been terminated for Termination for Cause unless and until the Board duly adopts a resolution by the affirmative vote of no less than three-quarters (from which no appeal can be taken3/4) of the entire membership of the Board, at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for any criminal act which is a felony. For purposes of this Paragraph 4.1the Executive, an act or failure to act shall be considered “willful” only if done or omitted together with the Executive's counsel, to be done without a heard before the Board), finding that in the good faith reasonable belief that such act or failure to act was in the best interests opinion of the Company. With respect to clause Board, the Executive was guilty of conduct described in Subparagraphs (i) and ), (ii) above, or (iv) of this paragraph and specifying the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth particulars thereof in detail all acts or omissions upon which the Company and a certified copy of such resolution is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay delivered to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)Executive.

Appears in 2 contracts

Samples: Employment Agreement (First Priority Group Inc), Employment Agreement (Driversshield Com Corp)

Termination for Cause. Notwithstanding anything contained in this Agreement to the contraryThe following events, this Agreement may be terminated at any time by the Company which for Cause. As used in this Agreement “Cause” shall only mean (i) any action or omission of the Executive which constitutes a material breach of this Agreement, (ii) willful failure to perform the duties assigned to the Executive by the CEO or the Board, from time to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1Agreement shall constitute "cause" for termination with the majority vote of the Board: The willful breach by Executive of any provision of Sections 11, an 12, or 13 hereof or any act of fraud, misappropriation, or failure embezzlement by Executive with respect to act any aspect of the Company's business or under circumstances that reflect adversely on the Company in the public eye, in each case in the Board's sole and exclusive determination, shall be considered “willful” only if done cause for immediate termination with immediate curtailment of all compensation, benefits within statutory limitations, and stock option rights. The willful breach by Executive of Section 2 hereof (including but not limited to a refusal to follow lawful directives of the Board) after notice to Executive of the details thereof and a period of 10 days thereafter within which to cure such breach and the failure of Executive to cure such breach to the Board's satisfaction within such 10 day period; The use of illegal drugs by Executive during the term of this Agreement that, in the sole and exclusive determination of Board, interferes with Executive's performance of his duties hereunder or omitted under circumstances that reflect adversely on the Company in the public eye; The filing of a petition in bankruptcy court for bankruptcy, reorganization, or rearrangement or an adjudication that Executive is bankrupt; The commencement of involuntary proceedings against Executive for bankruptcy or appointment of a receiver because of insolvency; If the Company determines that employee has engaged in any dishonest conduct in the course of his management duties including by way of example and not by limitation the knowing receipt of kickbacks from suppliers, misappropriation of corporate assets or opportunities, etc. If the circumstances of Employee's personal life, whether or not in the course of management duties, reflects adversely on the Company such that it would be in the Company's best interests, in its sole discretion, to terminate its business relations with Employee. The dissolution of the Company's corporate status; Executive is convicted of or pleads guilty or nolo contendere to a felony or misdemeanor involving financial misconduct, moral turpitude, controlled substances, or personal injuries caused by driving under the influence; Failure of performance by Executive that is repeated or continued after 30 day written notice to Executive of such failure and that is determined by the Board to be done without a good faith reasonable belief that such act injurious to the business or failure to act was in the best interests of the CompanyCompany and which failure is not cured by Executive within such 30 day period in the Board's sole determination. With respect to clause (i) and (ii) above, the Company shall provide Executive written Any notice of discharge shall describe with reasonable specificity the alleged violation and allow Executive ten (10) business days to cure cause or causes for the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1Executive's employment, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid the effective date of the termination (which effective date may be the date of such notice). If the Company terminates Executive's employment for any completed full fiscal year immediately preceding of the employment termination date. Except as provided reasons set forth above, the Company shall have no further liability obligations hereunder from and after the effective date of termination (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereofas set forth below).

Appears in 2 contracts

Samples: Employment Agreement (Prime Companies Inc), Employment Agreement (Prime Companies Inc)

Termination for Cause. Notwithstanding anything contained in this Agreement to the contraryImmediately following notice of termination for "Cause" (as defined below), this Agreement may be terminated at any time specifying such Cause, given by the Company (termination pursuant to this Section 6.2 being referred to herein as termination for "Cause"). As used in this Agreement “herein, "Cause” shall only mean " means (i) termination based on Consulting Executive's conviction or plea of "guilty" or "no contest" to any action crime constituting a felony in the jurisdiction in which the crime constituting a felony is committed, any crime involving moral turpitude (whether or omission not a felony), or any other violation of criminal law involving dishonesty or willful misconduct that materially injures the Executive which constitutes Company (whether or not a material breach of this Agreement, felony); (ii) willful failure to perform Consulting Executive's substance abuse that in any manner interferes with the duties assigned to the Executive by the CEO or the Board, from time to timeperformance of his duties; (iii) fraud, breach of fiduciary duty, embezzlement Consulting Executive's failure or misappropriation as against the Companyrefusal to perform his duties at all or in an acceptable manner, or to follow the lawful and proper directives of the Board of Directors or Consulting Executive's supervisor(s) that are within the scope of Consulting Executive's duties; (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felony. For purposes Consulting Executive's breach of this Paragraph 4.1, an act or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in the best interests agreement; (v) Consulting Executive's breach of the Company's Confidentiality, Proprietary Information and Inventions policies; (vi) misconduct by Consulting Executive that has or could discredit or damage the Company; (vii) Consulting Executive's indictment for a felony violation of the federal securities laws; or (viii) Consulting Executive's chronic absence from work for reasons other than illness. With respect to clause (i) and (ii) above, Any determination of for Cause termination shall be made by the Board of Directors of the Company shall provide Executive after having first given thirty (30) days written notice to Consulting Executive of such determination, and afforded Consulting Executive the alleged violation and allow opportunity to be heard by the full Board of Directors. Notwithstanding any other provision in this Agreement, if Consulting Executive ten is terminated pursuant to subsection (10iii) business of this Section 6.2 for poor job performance, excluding refusal to perform his duties, Consulting Executive shall have sixty (60) days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions behavior upon which the Company threatened termination is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)based.

Appears in 2 contracts

Samples: Employment Agreement (TechAlt, Inc.), Employment Agreement (TechAlt, Inc.)

Termination for Cause. Notwithstanding anything contained Corporation may, without providing --------------------- the notice specified in Paragraph 13.1, terminate this Agreement for Cause and cancel its obligation to Employee hereunder, except for base salary earned but unpaid to the contraryeffective date of termination. In the event the Agreement is terminated under this Paragraph for cause, this Agreement may Employee will not be terminated at entitled to any time by the Company for Causefurther payment of commissions nor will Employee be entitled to severance pay. As used in this Agreement “herein, the term "Cause" shall only mean include, but not be limited to: (ii ) the commission of Employee of a felony or a crime involving moral turpitude or the commission of any action other act involving dishonesty, disloyalty or omission of the Executive which constitutes a material breach of this Agreementfraud, (ii) willful failure conduct by Employee tending to perform the duties assigned to the Executive by the CEO bring Corporation into substantial public disgrace or the Boarddispute, from time to time; (iii) fraudfailure of Employee to perform, breach in any material respect, his obligations under this Agreement or the reasonable directives of fiduciary dutythe Board or the Corporation's Chief Executive Officer, embezzlement or misappropriation as against the Company, or (iv) failure of Employee to perform his job in an efficient and satisfactory manner, (v) negligence or willful misconduct by Employee in providing services required hereby, (vi) the conviction Corporation files a voluntary bankruptcy petition or any bankruptcy, insolvency, liquidation, dissolution proceeding or any other similar proceedings are otherwise commenced against the Corporation or Corporation admits in writing its inability to pay its debts as they become due and payable, (from which no appeal can be takenvii) Employee's breach of Executive for any criminal act which is a felony. For purposes aspect of this Paragraph 4.1Agreement (viii) the determination by the Board that Employee has acted, an act or had failed to act, which action or failure to act shall be considered “willful” only if done or omitted take actions are within Employee's power and authority, in a manner detrimental to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the Company. With respect to clause (i) and (ii) above, the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)Corporation.

Appears in 2 contracts

Samples: Employment Agreement (Nettel Communications Inc), Employment Agreement (Nettel Communications Inc)

Termination for Cause. Notwithstanding anything contained in this Agreement to the contrary, this Agreement The Executive's employment hereunder may be terminated at any time by the Company for "Cause" (as herein defined) upon at least thirty (30) days' prior written notice to the Executive. As used in this Agreement “Cause” Termination for Cause shall only mean termination by reason of (ia) the willful and continued failure by Executive to substantially perform his duties with the Company (other than any action such failure resulting from his incapacity due to physical or omission of the Executive which constitutes mental illness), after a material breach of this Agreement, (ii) willful failure to perform the duties assigned written demand for substantial performance is delivered to the Executive by the CEO Board of Directors, which demand specifically identifies the manner in which the Executive is believed not to have substantially performed his duties, or (b) the Board, from time Executive's willful engagement in conduct which is or is likely to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against become demonstrably and materially injurious to the Company, monetarily or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felonyotherwise. For purposes of this Paragraph 4.1Section, an act no act, or failure to act act, on the part of the Executive shall be considered “deemed "willful” only if done " unless done, or omitted to be done without a done, by the Executive not in good faith and without reasonable belief that such act his action or failure to act omission was in the best interests of the Company. With respect to clause (i) and (ii) aboveNotwithstanding the foregoing, the Company Executive shall provide Executive written notice not be deemed to have been terminated for Cause unless and until there has been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the alleged violation entire membership of the Board of Directors at a meeting of the Board of Directors called and allow held for such purpose (after reasonable notice to the Executive ten (10) business days and an opportunity for the Executive, together with his counsel, to cure be heard before the violationBoard of Directors), finding that in the good faith opinion of the Board of Directors the Executive was guilty of conduct of the type set forth above in this Section and specifying the particulars thereof in detail. Any Upon termination for Cause pursuant to this Paragraph 4.1 hereunder the Executive shall be made in writing entitled to receive the Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid 's Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof).

Appears in 2 contracts

Samples: Employment Agreement (Universal Compression Inc), Employment Agreement (Universal Compression Holdings Inc)

Termination for Cause. Notwithstanding anything contained in this Agreement The Board may terminate the Employment Period pursuant to the contrary, terms of this Agreement may be terminated Section 9(a) for cause at any time by giving written notice to the Company Executive. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause. As used cause, the Executive shall have no right to the Base Salary, bonuses or other payments under Sections 3 or 4, or to participate in this Agreement “Cause” shall only mean (i) any action or omission employee benefit programs under Section 5, as of the Executive which constitutes a material breach effective date of this Agreement, (ii) willful failure to perform the duties assigned to the Executive by the CEO or the Board, from time to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felonytermination. For purposes of this Paragraph 4.1Agreement, an act "cause" shall mean: (i) the Executive is convicted of a felony; (ii) the Executive has materially breached any provision of Section 6, 7 or 10 resulting in material harm to any member of the Consolidated Group; or (iii) as a result of the Executive's willful personal dishonesty, gross misconduct, breach of fiduciary duty involving personal profit, gross negligence or failure to act perform his duties as set forth in Section 6, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or material breach of any provision of this Agreement, there is material harm to any member of the Consolidated Group. For purposes of this Section 9(a), no act, or failure to act, on the Executive's part shall be considered "willful” only if done " unless done, or omitted to be done without a done, by him not in good faith and without reasonable belief that such act his action or failure to act omission was in the best interests of the Company. With respect Consolidated Group; provided, however, that any act or omission to clause (i) and (ii) above, act on the Executive's part in reliance upon an opinion of counsel to the Company or at the direction of the Board or Chief Executive Officer shall provide not be deemed to be willful. Any decision by the Board to terminate the Employment Period for cause pursuant to this Section 9(a) shall be made at a meeting of the Board that has been duly called and at which a quorum is present. The Board shall give the Executive written notice of the alleged violation time and allow place of the meeting, and a general description of the grounds upon which such termination is being contemplated. The Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing given the opportunity to Executive, which notice shall set forth in detail all acts or omissions upon which address the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, Board at the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)meeting.

Appears in 2 contracts

Samples: Executive Employment Agreement (Railamerica Inc /De), Employment Agreement (Railamerica Inc /De)

Termination for Cause. Notwithstanding anything contained in this Agreement Subject to the contraryforce majeure provision set forth herein, this Agreement may be terminated at any time neither party shall terminate or cancel the Contract, whether by court action or otherwise, unless there is a Material Default by the Company for Cause. As used in this Agreement “Cause” shall only mean (i) any action or omission of the Executive which constitutes a material breach of this Agreement, (ii) willful failure to perform the duties assigned to the Executive by the CEO or the Board, from time to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felonyother party. For purposes of this Paragraph 4.1the Contract, an act or failure to act a Material Default shall be considered “willful” only if done any monetary default not cured by the COMPANY within fifteen (15) days of receipt of notice from the TOWNSHIP and any non-monetary default by a party not cured by such party within thirty (30) days of receipt of notice by the non-defaulting party of such default unless default is attributable to an event of force majeure or omitted unless it is not reasonably possible for the defaulting party, in which case the defaulting party shall have such amount of time as is reasonable necessary to cure such default. In the event that the TOWNSHIP feels that the COMPANY is not curing the default within a reasonable time. The TOWNSHIP may file a lawsuit seeking any and all remedies available to the TOWNSHIP at law or in equity. Neither party shall be obligated to perform and neither shall be deemed to be done without in Material Default hereunder if performance of a good faith reasonable belief that such act or failure to act was in non-monetary obligation is prevented by the best interests occurrence of any of the Company. With respect to clause following (iherein called “force majeure” or “event of force majeure”) and (ii) aboveacts of God, the Company shall provide Executive written notice strikes, lockouts, other industrial disturbances, acts of the alleged violation public enemy, laws, rules and allow Executive ten regulations of applicable governmental bodies, wars or warlike action (10) business days to cure whether actual, impending, or expected and whether de jure or de factor), arrest or other restraint of government (civil or military), blockades, insurrections, riots, epidemics, landslides, earthquakes, fires, hurricanes, storms, floods, washouts, civil disturbances, explosions, nuclear reaction or radiation, radioactive contamination, or any other causes whether for the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executivekind herein enumerated or otherwise, which notice shall set forth in detail all acts or omissions upon which that are not reasonably within the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, control of the Company shall pay to party claiming the Executive any unpaid Base Salary accrued through the Effective Date right of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms delay performance on account of such plan as in effect on the date of occurrence. The termination of employment under this Paragraph 4.1the Contract my become effective, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding at the employment termination date. Except as provided abovediscretion of the non-defaulting party, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof).fifteen

Appears in 2 contracts

Samples: Agreement, Agreement

Termination for Cause. Notwithstanding anything contained in this Agreement to the contrary, this This Agreement may be terminated at any time by the Company for CauseCause as hereinafter defined. As used in this Agreement “Cause” shall only mean mean: (i) any action or omission of the Executive which constitutes a material breach of this Agreement, Executive’s death; (ii) willful failure the Executive’s Permanent Disability, which shall mean the Executive’s inability, as a result of physical or mental incapacity, substantially to perform the his duties assigned to the Executive by the CEO or the Board, from time to timehereunder for a period of six (6) consecutive months; (iii) frauda material violation by the Executive of any applicable material law or regulation respecting the business of the Employer, breach of fiduciary duty, embezzlement the Holding Company or misappropriation as against the Company, or Subsidiaries; (iv) the conviction Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of the Employer, or which disqualifies the Executive from serving as an officer or director of the Employer, the Holding Company or any one of the Subsidiaries; (v) the willful or negligent failure of the Executive to perform his duties hereunder in any material respect; (vi) the Executive engages in one or more violations of Employer’s policies or procedures or directives of the Board and that have a material financial adverse effect on the Employer or any one of the Subsidiaries; or (vii) the Executive is removed or suspended from which no appeal can be takenbanking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the “FDIA”), or any other applicable state or federal law. The Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1, an act or failure to act shall be considered “willful” only if done or omitted entitled to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the Company. With respect to clause at least thirty (i30) and (ii) above, the Company shall provide Executive days’ prior written notice of the alleged violation Employer’s intention to terminate his employment for any cause (except the Executive’s death) specifying the grounds for such termination and allow shall be provided a reasonable opportunity to present to the Board his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding the Executive’s Permanent Disability, each of the Executive ten (10) business days and the Employer shall choose a physician who together will choose a third physician to cure make a final determination thereof. Upon a termination of the violationExecutive’s employment with the Employer for Cause, the Executive shall be entitled to receive from the Employer only such payments as are due and owing to the Executive as of the effective date of such termination. Any termination If the Executive’s employment is terminated for Cause pursuant to this Paragraph 4.1 Section, then the Employer shall only be made in writing required to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid such Base Salary as shall have accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms effective date of such plan as in effect on termination and neither the date Employer nor any of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company Subsidiaries shall have no any further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior obligations to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)Executive.

Appears in 2 contracts

Samples: Keith M. Roseland Employment Agreement (Centrue Financial Corp), Bradley S. Rench Employment Agreement (Centrue Financial Corp)

Termination for Cause. Notwithstanding anything contained At any time during the Term, the Companies may terminate this Agreement and Executive’s employment with the Companies for “Cause” as provided in this Agreement to the contrary, this Agreement may be terminated at any time by the Company for CauseSection 8.4. As used in this Agreement The term “Cause” shall only mean (i) any action the occurrence of one or omission more of the following events: (a) Executive’s gross or habitual neglect of his employment duties and responsibilities; (b) Executive’s conviction of, pleading guilty to, or pleading nolo contendere or its equivalent to, a felony or any crime involving moral turpitude; (c) Executive’s engaging in any illegal conduct or willful misconduct in the performance of his employment duties for any of the Companies (or their affiliates); (d) Executive’s engaging in any fraudulent or dishonest conduct in his dealings with, or on behalf of, any of the Companies (or their affiliates); (e) Executive’s failure or refusal to follow the lawful instructions of the Board of Directors of any of the Companies, if such failure or refusal continues for a period of five (5) calendar days after the Board of Directors of any of the Companies delivers to Executive a written notice stating the instructions which constitutes a material Executive has failed or refused to follow; (f) Executive’s breach of his obligations under this Agreement, (ii) willful failure to perform the duties assigned to the Executive by the CEO or the Board, from time to time; (iiig) fraud, breach Executive’s gross negligence in the performance of fiduciary duty, embezzlement or misappropriation as against the Company, his employment duties under this Agreement; or (ivh) Executive’s misuse of alcohol or drugs which interferes materially with the conviction (from which no appeal can be taken) performance of Executive Executive’s employment duties for any criminal act which is a felony. For purposes of this Paragraph 4.1, an act or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the CompanyCompanies. With respect to clause (i) and (ii) Upon the occurrence of any of the events specified above, the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination Companies may terminate Executive’s employment for Cause pursuant to this Paragraph 4.1 shall be made by notifying Executive in writing of its decision to terminate his employment for Cause, and Executive, which notice ’s employment and this Agreement shall set forth in detail all acts or omissions upon terminate at the close of business on the date on which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in Companies give such notice. In additionUpon termination of Executive’s employment by the Companies for Cause, the Company obligation to pay or provide Executive compensation and benefits under this Agreement shall pay any terminate, except: (a) Executive shall be paid that portion of his Base Salary, at the rate then in effect, which shall have been earned through the termination date; and (b) Executive shall be paid or provided such other payments or benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with which had accrued hereunder before the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof).

Appears in 2 contracts

Samples: Employment Agreement (Ata Holdings Corp), Employment Agreement (Ata Holdings Corp)

Termination for Cause. Notwithstanding anything contained in The Company may terminate Executive’s employment pursuant to the terms of this Agreement to the contrary, this Agreement may be terminated at any time for cause by giving written notice of termination. Such termination will become effective upon the giving of such notice. Upon any such termination for cause, Executive shall have no further right to compensation, bonus or reimbursement under Section 5. For purposes of this Section 7.02, “cause” shall mean: (i) Executive is convicted of a felony which is directly related to Executive’s employment or the business of the Company or could otherwise reasonably be expected to have a material adverse effect on the Company’s business, prospects or future stock price which price should be measured over a period of at least six months. Felonies involving the driving of motor vehicles shall not be grounds for termination; (ii) Executive, in carrying out his duties hereunder, has been found in a civil action to have committed gross negligence or intentional misconduct resulting in either case in direct material harm to the Company; (iii) Executive is found in a civil action to have breached his fiduciary duty to the Company resulting in direct profit to him; (iv) Executive is found in a civil action to have materially breached any provision of Section 10 or Section 11; (v) Executive’s repeated refusal (other than any failure to perform arising from a physical or mental disability) to act in accordance with the reasonable directions of the Company’s Board of Directors directing Executive to perform services consistent with Executive’s status as an officer of the Company, which refusal is not cured by Executive within ten (10) days of Executive’s receipt of written notice thereof from the Company (provided, however, that if such breach cannot be cured within ten (10) days and Executive commences the cure thereof and diligently pursues the same, such failure shall not constitute “cause” unless such breach is not cured in its entirety within twenty (20) days of Executive’s receipt of the written notice of breach); (vi) Executive commits acts of dishonesty, fraud, misrepresentation, or other acts of moral turpitude, that would prevent the effective performance of his duties; and (vii) Executive’s material breach of any obligations of Executive which remains uncured for more than ten (10) days after written notice thereof by the Company for Causeto Executive. As used in Executive's failure to comply with the requirements of Section 10 of this Agreement “Cause” shall only mean (i) any action or omission of the Executive which constitutes constitute a material breach of this Agreement, (ii) willful failure to perform . The term "found in a civil action" shall not apply until all appeals permissible under the duties assigned to the Executive by the CEO applicable rules of procedure or the Board, from time to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1, an act or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the Company. With respect to clause (i) statute have been determined and (ii) above, the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)appeals are permissible.

Appears in 2 contracts

Samples: Employment Agreement (China Energy Technology Corp., Ltd.), Employment Agreement (China Energy Technology Corp., Ltd.)

Termination for Cause. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated at any time by the Company for Cause. As used in this Agreement For “Cause” shall only mean upon the determination by a majority of the Company’s Board of Directors that “Cause” exists to terminate Executive’s employment. “Cause” means (i) any action Executive’s gross negligence, willful misconduct, or omission willful neglect in the performance of the material duties and services of Executive to the Company in his current Position (as set forth on Exhibit “A” or any Position to which constitutes a material breach of this Agreement, Executive has been promoted (provided Executive has accepted such promotion)); (ii) willful failure Executive’s final conviction of a felony by a trial court, or Executive’s entry of a plea of nolo contendere to perform the duties assigned to the Executive by the CEO or the Board, from time to timea felony charge; (iii) fraudany criminal indictment of Executive relating to an event or occurrence for which Executive was directly responsible which, breach in the business judgment of fiduciary duty, embezzlement or misappropriation as against a majority of the Company’s Board of Directors, exposes the Company to ridicule, shame or business or financial risk; or (iv) the conviction (from which no appeal can be taken) a material breach by Executive of Executive for any criminal act which is a felony. For purposes material provision of this Paragraph 4.1Agreement. If the Company terminates Executive’s employment for Cause, an act or failure to act Executive shall be considered entitled only to Executive’s (a) pro rata Monthly Base Salary (as defined in Exhibit willful” only if done or omitted A”) through the date of such termination, and (b) unused vacation days for the year in which Executive’s termination occurs (the “Accrued Payment”). All future compensation and benefits, other than benefits to be done without a good faith reasonable belief that such act or failure to act was in which Executive is entitled under the best interests terms of the Company’s compensation and/or benefit plans or applicable law, shall cease as of the date of such termination. With respect to clause In the case of a termination for Cause under subpart (i) and (ii) above, (a) all stock options previously granted by the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect that are vested on the date of termination for Cause shall, notwithstanding any contrary provision of employment under this Paragraph 4.1any applicable plan or agreement covering any such stock option awards, as well as any annual incentive bonuses pursuant remain outstanding and continue to Paragraph 2.2 hereof earned but not yet paid be exercisable for any completed full fiscal year immediately preceding a period of 30 days following the employment date of termination date. Except as provided abovefor Cause (or, if earlier, the expiration of their term), (b) all stock options previously granted by the Company to Executive that are not vested on the date of termination for Cause shall terminate immediately and (c) all restricted stock, restricted stock units and other awards that have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred not vested prior to the date of terminationtermination for Cause shall be cancelled immediately. In the case of a termination for Cause under subparts (ii), subject(iii) or (iv) above, however (y) all stock options previously granted by the Company to Executive (whether or not vested) shall terminate immediately and (z) all restricted stock, restricted stock units and other awards that have not vested prior to the provisions date of Paragraph 3.1 hereof).termination for Cause shall be cancelled immediately. 1

Appears in 2 contracts

Samples: Executive Severance Agreement for Ronnie (U.S. Concrete, Inc.), Executive Severance Agreement (Us Concrete Inc)

Termination for Cause. Notwithstanding anything contained in this Agreement to the contraryImmediately following notice of termination for "Cause" (as defined below), this Agreement may be terminated at any time specifying such Cause, given by the Company (termination pursuant to this Section 6.3 being referred to herein as termination for "Cause"). As used in this Agreement “herein, "Cause” shall only mean " means (i) termination based on Consulting Executive's conviction or plea of "guilty" or "no contest" to any action crime constituting a felony in the jurisdiction in which the crime constituting a felony is committed, any crime involving moral turpitude (whether or omission not a felony), or any other violation of criminal law involving dishonesty or willful misconduct that materially injures the Executive which constitutes Company (whether or not a material breach of this Agreement, felony); (ii) willful failure to perform Consulting Executive's substance abuse that in any manner interferes with the duties assigned to the Executive by the CEO or the Board, from time to timeperformance of his duties; (iii) fraud, breach of fiduciary duty, embezzlement Consulting Executive's failure or misappropriation as against the Companyrefusal to perform his duties at all or in an acceptable manner, or to follow the lawful and proper directives of the Board of Directors or Consulting Executive's supervisor(s) that are within the scope of Consulting Executive's duties; (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felony. For purposes Consulting Executive's breach of this Paragraph 4.1, an act or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in the best interests agreement; (v) Consulting Executive's breach of the Company's Confidentiality, Proprietary Information and Inventions policies; (vi) misconduct by Consulting Executive that has or could discredit or damage the Company; (vii) Consulting Executive's indictment for a felony violation of the federal securities laws; or (viii) Consulting Executive's chronic absence from work for reasons other than illness. With respect to clause (i) and (ii) above, Any determination of for Cause termination shall be made by the Board of Directors of the Company shall provide Executive after having first given thirty (30) days written notice to Consulting Executive of such determination, and afforded Consulting Executive the alleged violation and allow opportunity to be heard by the full Board of Directors. Notwithstanding any other provision in this Agreement, if Consulting Executive ten is terminated pursuant to subsection (10iii) business of this Section 6.3 for poor job performance, excluding refusal to perform his duties, Consulting Executive shall have sixty (60) days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions behavior upon which the Company threatened termination is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)based.

Appears in 2 contracts

Samples: Employment Agreement (TechAlt, Inc.), Employment Agreement (TechAlt, Inc.)

Termination for Cause. Notwithstanding anything contained in The Board may, during the Term, without notice to the Executive, terminate this Agreement and discharge the Executive for Cause, whereupon the respective rights and obligations of the parties hereunder shall terminate; provided, however, that the Company shall immediately pay the Executive any amount due and owing pursuant to Articles 3, 4, and 5, prorated to the contrarydate of termination; provided, this Agreement further, however, that no termination for Cause may be terminated at any time by occur without the Company for CauseExecutive having the right to a hearing with the Executive's counsel present. As used in this Agreement “herein, the term "for Cause" shall only mean refer to the termination of the Executive's employment as a result of any one or more of the following: (i) any action or omission conviction of the Executive for a felony; (ii) the gross willful misconduct of the Executive which constitutes has a direct and material breach injurious effect on the business or reputation of this Agreement, (ii) willful failure to perform the duties assigned to the Executive by the CEO Company; or the Board, from time to time; (iii) fraud, breach the gross dishonesty of fiduciary duty, embezzlement or misappropriation as against the Executive which is directly and materially injurious to the business and reputation of the Company, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1Section 6.1, an no act or failure to act act, on the part of the Executive, shall be considered "willful” only " if done it is done, or omitted to be done without a done, by the Executive in good faith or with reasonable belief that such act his action or failure to act omission was in the best interests interest of the Company. With respect The Executive shall have the opportunity to clause cure any such acts or omissions (other than item (i) and above) within fifteen (ii15) abovedays of the Executive's receipt of a resolution adopted by the Board finding that, in the good faith opinion of the Board, the Company Executive is guilty of acts or omissions constituting "Cause," which resolution has been duly adopted by an affirmative vote of a majority of the Board (excluding the Executive and any individual alleged to have participated in the acts constituting "Cause"). Any such vote shall provide Executive be taken at a meeting of the Board called and held for such purpose, after reasonable written notice is provided to the Executive setting forth in reasonable detail the facts and circumstances claimed to provide a basis of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to and the Executive any unpaid Base Salary accrued through is given an opportunity, together with his counsel, to be heard before the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)Board.

Appears in 2 contracts

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

Termination for Cause. Notwithstanding anything contained in this Agreement to the contrary“Termination for Cause”, this Agreement as hereinafter defined, may be terminated effected by the Company at any time during the term of this Agreement by written notification to Executive, specifying in detail the Company basis for the Termination for Cause. As used in this Agreement “Upon Termination for Cause, Executive shall only mean (i) any action or omission of the Executive which constitutes a material breach of this Agreementimmediately be paid all accrued salary, (ii) willful failure to perform the duties assigned bonus compensation to the Executive by the CEO or the Boardextent earned, from time to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1, an act or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the Company. With respect to clause (i) and (ii) above, the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefitsvested deferred compensation, if any, owed to Executive under any (other than pension plan provided for Executive under Paragraph 3 hereof or profit sharing plan benefits which will be paid in accordance with the terms of such plan as in effect on the date applicable plan), any benefits under any plans of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than in which the Executive is a participant to the full extent of the Executive’s rights under such plans, accrued vacation pay for reimbursement for reasonable the year in which termination occurs, and any appropriate business expenses incurred prior by Executive reimbursable by the Company in connection with his duties hereunder, all to the date of termination, subjectbut Executive shall not be paid any other compensation or reimbursement of any kind, however including without limitation, severance compensation. “Termination for Cause” shall mean termination by the Company of Executive’s employment by the Company by reason of (a) an order of any federal or state regulatory authority having jurisdiction over the Company, (b) the willful failure of Executive substantially to perform his duties hereunder (other than any such failure due to Executive’s physical or mental illness); (c) a willful breach by Executive of any material provision of this Agreement or of any other written agreement with the Company or any of its Affiliates; (d) Executive’s commission of a crime that constitutes a felony or other crime of moral turpitude or criminal fraud; or (e) chemical or alcohol dependency which materially and adversely affects Executive’s performance of his duties under this Agreement; (f) any act of disloyalty or breach of responsibilities to the provisions Company by the Executive which is intended by the Executive to cause material harm to the Company; (e) misappropriation (or attempted misappropriation) of Paragraph 3.1 hereof)any of the Company’s funds or property. If subsequent to Executive’s termination of employment hereunder for other than Cause it is determined in good faith by the Company that Executive’s employment could have been terminated for Cause hereunder, Executive’s employment shall be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred.

Appears in 2 contracts

Samples: Enterprise Financial Services (Enterprise Financial Services Corp), Enterprise Financial Services (Enterprise Financial Services Corp)

Termination for Cause. Notwithstanding anything contained in this Agreement to In the contrary, this Agreement may be event that employment hereunder is terminated at any time by the Company for Cause, the Executive shall not be entitled to receive compensation or other benefits for any period after such termination, except as provided by law. As used in this Agreement The phrase “Cause” as used herein, shall only mean exist when there has been a good faith determination by the Company, as communicated to Executive by the Chief Executive Officer, that there shall have occurred one or more of the following events with respect to the Executive: (i) any action or omission the conviction of the Executive which constitutes of a material breach felony or of this Agreement, any lesser criminal offense involving moral turpitude; (ii) the willful failure to perform commission by the duties assigned Executive of a criminal or other act that, in the judgment of the Board will likely cause substantial economic damage to the Executive by the CEO Company or the Board, from time Bank or substantial injury to timethe business reputation of the Company or Bank; (iii) fraud, breach the commission by the Executive of fiduciary duty, embezzlement an act of fraud in the performance of his duties on behalf of the Company or misappropriation as against the Company, or Bank; (iv) the conviction continuing willful failure of the Executive to perform his duties to the Company or Bank (other than any such failure resulting from the Executive’s incapacity due to Disability) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to be heard and cure such failure are given to the Executive; or (v) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Executive’s employment by the Company. Notwithstanding the foregoing, Cause shall not be deemed to exist unless there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct described above and specifying the particulars thereof. Prior to holding a meeting at which no appeal can the Board is to make a final determination whether Cause exists, if the Board determines in good faith at a meeting of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Cause as described above, the Board may suspend the Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the Executive shall be taken) of Executive for any criminal act which is a felonygiven the opportunity to be heard before the Board. For purposes of this Paragraph 4.1subparagraph, an no act or failure to act act, on the Executive’s part shall be considered “willful” only if done unless done, or omitted to be done without a done, by him not in good faith without reasonable belief that such act his action or failure to act omission was in the best interests interest of the CompanyCompany and the Bank. With respect to clause (i) and (ii) aboveUpon a finding of Cause, the Company Board shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay deliver to the Executive any unpaid Base Salary accrued through the Effective Date a Notice of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1Termination, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)more fully described in Section 9 below.

Appears in 2 contracts

Samples: Employment Agreement (Magyar Bancorp, Inc.), Employment Agreement (Magyar Bancorp, Inc.)

Termination for Cause. Notwithstanding anything contained in this Agreement to The employment of the contrary, Executive under this Agreement may be terminated at any time by the Company Employer on the basis of "Cause," as hereinafter defined. If the Executive's employment is terminated by the Employer for Cause. As used in Cause under this Agreement “Cause” subparagraph (j), then the Employer shall only mean (i) any action or omission of the Executive which constitutes a material breach of this Agreement, (ii) willful failure be obligated to perform the duties assigned pay to the Executive by such Base Salary and vacation pay for unused vacation days as shall have accrued and remain unpaid through the CEO or effective date of termination, but the Board, from time Employer shall not be required to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1, an act or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the Company. With respect to clause (i) and (ii) above, the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through Performance Bonus for the Effective Date then-current fiscal year, or have any further obligations whatsoever to the Executive, other than any Performance Bonuses previously approved by the Compensation Committee for prior fiscal year(s) that remain unpaid; reimbursement for previously approved expenses; and continuation of any amounts or rights vested pursuant to the Scheduled Benefits that remain vested upon and notwithstanding the Executive's termination specified for Cause, in which event such notice. In addition, the Company rights to payment or continuation shall pay any benefits, if any, owed be determined pursuant to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of the plans under which such plan as in effect Scheduled Benefits are provided, and not the terms of this subparagraph (j) of Section 3. Termination for "Cause" shall mean the termination of the Executive's employment on the date basis or as a result of: (i) the Executive being found guilty of termination a felony; (ii) the Executive's commission of employment an act that disqualifies the Executive (whether under this Paragraph 4.1the Employer's by-laws, or under any statute, regulation, law or rule applicable to the Employer) from serving as an officer or director of the Employer; or (iii) a recurring pattern of material and willful dereliction of duty of the Executive's material responsibilities, where such recurring failure has a material adverse effect upon the business of the Employer, as well reasonably determined by the CEO, in the CEO's good faith determination. In making such determination, it is understood that the CEO shall interpret and apply the above-described standards (of materiality, or willful dereliction, and of adversity) in a manner that is normal and customary within the Employer's industry. Executive shall be entitled to thirty (30) days' prior written notice (the "Termination Notice") of the Employer's intention to terminate his employment for Cause, and such Termination Notice shall: specify the grounds for such termination; afford the Executive a reasonable opportunity to cure any conduct or act (if curable) alleged as grounds for such termination; and a reasonable opportunity to present to the CEO his position regarding any annual incentive bonuses pursuant dispute relating to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination dateexistence of such Cause. Except as provided aboveNotwithstanding the foregoing procedure, the Company shall have no further liability hereunder Employer (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof).through

Appears in 2 contracts

Samples: Employment Agreement (First Industrial Realty Trust Inc), Employment Agreement (First Industrial Realty Trust Inc)

Termination for Cause. Notwithstanding anything contained in this Agreement to The employment of the contrary, this Agreement Employee may be terminated for Cause at any time by time; provided, however, that before the Company may terminate the Employee's employment for Cause. As used in this Agreement “Cause” shall only mean (i) any action or omission of the Executive which constitutes a material breach of this Agreement, (ii) willful failure to perform the duties assigned to the Executive by the CEO or the Board, from time to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) the conviction (from which no appeal can be taken) of Executive Cause for any criminal act which reason that is a felony. For purposes of this Paragraph 4.1, an act or failure susceptible to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the Company. With respect to clause (i) and (ii) abovecure, the Company shall provide Executive first send the Employee written notice of its intention to terminate this Agreement for Cause, specifying in such notice the alleged violation reasons for such Cause and allow Executive ten (10) business days to those conditions that, if satisfied by the Employee, would cure the violationreasons for such Cause, and the Employee shall have 60 days from receipt of such written notice to satisfy such conditions. Any termination If such conditions are satisfied within such 60-day period, the Company shall so advise the Employee in writing. If such conditions are not satisfied within such 60-day period, the Company may thereafter terminate this Agreement for Cause pursuant on written Notice of Termination (as defined in SECTION 13(A)) delivered to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying Employee describing with specificity the grounds for such termination. Upon any Immediately on termination pursuant to this Paragraph 4.1SECTION 11(A), the Company shall pay to the Executive any unpaid Employee in a lump sum his then current Base Salary accrued through under SECTION 4(A) on a prorated basis to the Effective Date of Termination (as defined in SECTION 13(B)). On termination specified in such notice. In additionpursuant to this SECTION 11(A), the Company Employee shall pay any benefitsforfeit (i) his Bonus under SECTION 4(B) for the year in which such termination occurs, if anyand (ii) all unvested Options and other options, owed warrants and rights relating to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with capital stock of the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1Company, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred except those issued prior to the date of terminationthis Agreement. For purposes of this Agreement, subjectCause shall mean: (1) a material breach of any of the terms of this Agreement that is not immediately corrected following written notice of default specifying such breach; (2) repeated intoxication with alcohol or drugs while on Company premises during its regular business hours to such a degree that, however in the reasonable judgment of the other managers of the Company, the Employee is abusive or incapable of performing his duties and responsibilities under this Agreement; (3) conviction of a felony; or (4) misappropriation of property belonging to the provisions Company and/or any of Paragraph 3.1 hereof)its affiliates.

Appears in 2 contracts

Samples: Employment Agreement (General Devices Inc), Employment Agreement (General Devices Inc)

Termination for Cause. Notwithstanding anything contained in this Agreement to The Employer may terminate the contrary, this Agreement may be terminated Executive’s employment at any time by the Company for Cause, after providing Executive with at least 30 days’ notice of such proposed termination and 15 days to remedy the alleged defect. As used in In this Agreement Agreement, “Cause” shall only mean (i) means the wilful and continued failure by the Executive to substantially perform, or otherwise properly carry out, the Executive’s duties on behalf of RBA Pubco or an affiliate, or to follow, in any action material respect, the lawful policies, procedures, instructions or omission directions of the Executive which constitutes a material breach of this AgreementEmployer or any applicable affiliate (other than any such failure resulting from the Executive’s disability or incapacity due to physical or mental illness), (ii) willful failure to perform the duties assigned to or the Executive by the CEO wilfully or the Boardintentionally engaging in illegal or fraudulent conduct, from time to time; (iii) fraudfinancial impropriety, intentional dishonesty, breach of fiduciary duty, embezzlement duty of loyalty or misappropriation as against the Company, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal similar intentional act which is a felonymaterially injurious RBA Pubco or an affiliate, or which may have the effect of materially injuring the reputation, business or business relationships of the Employer or an affiliate, or any other act or omission constituting cause for termination of employment without notice or pay in lieu of notice at common law. For the purposes of this Paragraph 4.1definition, an act no act, or failure to act act, on the part of a Executive shall be considered “willfulwilfulonly if done unless done, or omitted to be done done, by the Executive in bad faith and without a good faith reasonable belief that such act the Executive’s action or failure to act was in omissions were in, or not opposed to, the best interests of the CompanyEmployer and its affiliates. With respect In the event of termination for Cause, all unvested stock options granted to clause (i) and (ii) above, the Company shall provide Executive written notice pursuant to the terms of the alleged violation and allow RBA Pubco’s Stock Option Plan (the “Option Plan”) will immediately be void on the date the Employer notifies the Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for of such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the The Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on will have 30 days from the date of termination of employment under this Paragraph 4.1, as well as to exercise any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall options which have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred vested prior to the date of termination, subject, however subject to the provisions terms and conditions of Paragraph 3.1 hereofthe Option Plan and the applicable individual option agreements. In the event of termination for Cause, the rights of the Executive with respect to any performance share units (“PSUs”) and restricted share units (“RSUs”) granted pursuant to the RBA Pubco’s Performance Share Unit Plan (the “PSU Plan”) and Restricted Share Unit Plan (the “RSU Plan”), respectively, and pursuant to any and all PSU and RSU grant agreements, respectively, will be governed pursuant to the PSU Plan and RSU Plan, respectively.

Appears in 2 contracts

Samples: Employment Agreement (Ritchie Bros Auctioneers Inc), Employment Agreement (Ritchie Bros Auctioneers Inc)

Termination for Cause. Notwithstanding anything contained in any other provision of this Agreement to Agreement, the contrary, this Agreement Company may be terminated at any time by the Company immediately terminate this Agreement and Executive’s employment hereunder for Cause. As used in For this Agreement purpose, “Cause” shall only mean (i) include any action or omission of the Executive following: the current use of illegal drugs; use of alcohol or other drugs in a manner which constitutes affects the performance of Executive’s duties, responsibilities and obligations as an employee of Company; indictment for any crime involving moral turpitude, fraud or misrepresentation; commission of any act which would constitute a gross misdemeanor or felony and which would adversely affect the business or reputation of the Company; dishonesty or fraud; misappropriation or embezzlement of Company funds or property; misconduct or negligent or reckless conduct which is injurious to the reputation, business, affairs or business relationships of the Company; breach of any written policies of the Company including but not limited to any applicable codes of ethics; material breach violation or default of any of the provisions of this Agreement, (ii) willful ; failure to perform Executive’s duties hereunder; failure or refusal to perform the reasonable and lawful instructions of Executive’s supervisors; frequent or extended, and unjustifiable (not as a result of incapacity or disability) absenteeism; incompetence or negligence in performing Executive’s duties assigned hereunder; or any material failure to the Executive meet reasonable performance criteria or reasonable standards of conduct as established from time to time by the CEO or the Board, from time . The initial determination as to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1, an act or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the Company. With respect to clause (i) and (ii) above, the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for whether Cause pursuant to this Paragraph 4.1 exists shall be made by the CEO, who shall then provide input and recommendations to the Board. The Board in the exercise of reasonable discretion shall make the final determination as to whether Cause exists. If the Company terminates Executive’s employment hereunder for Cause, it shall deliver a notice of termination in writing to Executive, which notice shall set forth in detail all acts or omissions upon which include the Company is relying basis for such termination. Upon Cause; and in any termination pursuant to this Paragraph 4.1, such case Executive’s employment with the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect terminate on the date of termination of employment under this Paragraph 4.1specified in the notice (or if no date is specified in the notice, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination dateimmediately). Except as provided above, If the Company terminates Executive’s employment hereunder for Cause, no severance shall be payable and the Company will have no further obligation or liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)Executive.

Appears in 2 contracts

Samples: Employment Agreement (Analysts International Corp), Employment Agreement (Analysts International Corp)

Termination for Cause. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated at any time by the Company for Cause. As used in this Agreement “Cause” shall only mean If Executive (i) is convicted of or enters a plea of guilty or nolo contendere to a felony, a crime of moral turpitude, dishonesty, breach of trust or unethical business conduct, or any action crime involving the business of IntraLinks; (ii) in the performance of his duties hereunder or omission otherwise to the detriment of IntraLinks, engages in (A) misconduct, (B) willful or gross neglect, (C) fraud, (D) misappropriation, (E) embezzlement or (F) theft; (iii) disobeys the lawful directions of the Executive which constitutes a material breach CEO or Board of Directors; (iv) fails to comply with the reasonable policies and practices of IntraLinks; (v) fails to devote substantially all of his business time and effort to IntraLinks; or (vi) is adjudicated in any civil suit, or acknowledges in writing in any agreement or stipulation, to the commission of any theft, embezzlement, fraud, or other intentional act of dishonesty involving any other person, IntraLinks may terminate Executive’s employment hereunder. Notwithstanding any other provision of this Agreement, (ii) willful failure to perform the duties assigned to the Executive by the CEO or the Board, from time to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1, an act or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the Company. With respect to clause (i) and (ii) above, the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to IntraLinks terminates Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof ’s employment in accordance with the terms of such plan as in effect this Section 5.1 for Cause, Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (x) Annual Salary earned and accrued under this Paragraph 4.1Agreement prior to the effective date of termination; (y) earned, as well as any annual incentive bonuses pursuant accrued and vested benefits and vacation under this Agreement prior to Paragraph 2.2 hereof earned but not yet paid the effective date of termination, subject to the terms of the plans applicable thereto; and (z) reimbursement under this Agreement for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the effective date of termination, subject, however to . This Agreement shall otherwise terminate upon the provisions effective date of Paragraph 3.1 hereof)the termination of employment and Executive shall have no further rights hereunder.

Appears in 2 contracts

Samples: Employment Agreement (IntraLinks Holdings, Inc.), Employment Agreement (Intralinks Inc)

Termination for Cause. Notwithstanding anything contained Chugach may terminate Xxxxx’ employment for “cause” immediately upon written notice to Xxxxx, provided, however, that Xxxxx must be given ten (10) days written notice of cause for termination and the opportunity to cure such cause within that time if the Board in this Agreement to the contrary, this Agreement may be terminated at any time by the Company for Cause. As used in this Agreement “Cause” shall only mean its reasonable discretion determines that (i) any action or omission of the Executive which constitutes a material breach of this Agreement, (ii) willful failure to perform the duties assigned to the Executive by the CEO or the Board, from time to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv1) the conviction cause for termination is capable of being cured and (from which 2) no appeal can be taken) of Executive similar conduct or failure that was previously cured has occurred. Such notice shall specify in reasonable detail the acts or omissions that constitute cause for any criminal act which is a felonytermination. For purposes of this Paragraph 4.1Agreement, an act “cause” means a business-related reason that is not arbitrary, capricious or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the Company. With respect to clause illegal and which is based on facts (i) supported by substantial evidence, and (ii) above, reasonably believed by the Company shall provide Executive written notice Board of the alleged violation and allow Executive ten (10) business days Directors to cure the violationbe true. Any termination Examples of “cause” for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment are provided in Chugach Operating Policy 013 dated September 19, 2001, and are incorporated herein by reference to the extent they are consistent with this Agreement, and may also include the following: willful and repeated failure or refusal to carry out reasonable orders, instructions, or directives of the Board of Directors; material acts of dishonesty, disloyalty or competition related to the business of Chugach or its relationships with employees, suppliers, contractors, customers or others with whom Chugach does business; refusal or failure to furnish material information concerning Chugach’s affairs as reasonably requested by or under the authority of the Board of Directors, or falsification or misrepresentation of such information, conviction of a crime constituting fraud, intentional dishonesty, moral turpitude, or other conduct that materially compromises the reputation of the employee or Chugach; or any other act, course of conduct, or omission that has or is reasonably likely to have a material adverse effect on Chugach, its business or financial position, or its goodwill or reputation. In the event of the involuntary termination of his employment for cause, Xxxxx shall not be entitled to receive any compensation or benefits hereunder other than (1) his Salary earned through the effective date of Xxxxx’x termination, (2) accrued, unused annual leave, and (3) vested employee benefits under the terms and conditions of the governing plan documents and policies. In the event of termination for cause under this Paragraph 4.1Section, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding Xxxxx’ obligations under Sections 8 and 9 shall continue under the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date terms and conditions of termination, subject, however to the provisions of Paragraph 3.1 hereof)this Agreement.

Appears in 2 contracts

Samples: Employment Agreement (Chugach Electric Association Inc), Employment Agreement (Chugach Electric Association Inc)

Termination for Cause. Notwithstanding anything contained in this Agreement to the contrary, this Agreement Employer may be terminated at any time by the Company terminate Executive's employment hereunder for Cause. As used in this Agreement “Cause” shall only mean (i) any action or omission of the Executive which constitutes a material breach of this Agreement, (ii) willful failure to perform the duties assigned to the Executive by the CEO or the Board, from time to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1Agreement, an act Employer shall have "Cause" to terminate Executive's employment hereunder upon (i) the willful and continued failure by Executive to substantially perform his duties hereunder (other than any such failure resulting from Executive's incapacity due to physical or mental illness) after demand for substantial performance is delivered by Employer specifically identifying the manner in which Employer believes Executive has not substantially performed his duties, or (ii) the willful engaging by Executive in misconduct which is materially injurious to Employer, monetarily or otherwise, or (iii) the willful violation by Executive of the provisions of Section 8 hereof provided that such violation results in material injury to Employer. No act, or failure to act act, on Executive's part shall be considered "willful” only if done " unless done, or omitted to be done without a done, by him not in good faith and without reasonable belief that such act his action or failure to act omission was in the best interests interest of Employer. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Executive a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the Company. With respect entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, Executive conducted, or failed to conduct, himself in a manner set forth above in clause (i) and ), (ii), or (iii) aboveof this Section 5(c), and specifying the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violationparticulars thereof in detail. Any termination for dispute as to whether Cause pursuant to this Paragraph 4.1 dismiss Executive exists, shall be made resolved by arbitration conducted in writing to ExecutiveLos Angeles, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof California in accordance with the terms rules of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant American Arbitration Association and by a single arbitrator reasonably acceptable to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)Executive and Employer.

Appears in 2 contracts

Samples: Employment Agreement (Sound Source Interactive Inc /De/), Employment Agreement (Sound Source Interactive Inc /De/)

Termination for Cause. Notwithstanding anything contained in The Company may terminate this Agreement for Cause by service of written notice of the event constituting Cause, and such Cause continues for a period of thirty (30) days after written notification; provided, however, that in the event Cause cannot or is unable to be cured, then subject to this subsection (b), termination for Cause shall happen immediately following delivery of written notice. In the contrary, event this Agreement may be is terminated at any time by the Company for Cause, the Company will not have any further obligations towards Executive hereunder including, without limitation, any obligation of the Company to provide any further payments or benefits to the Executive after the effective date of such termination. As used in For purposes of this Agreement Agreement, “Cause” shall only mean (i) any action or omission of the following: (1) an intentional act of fraud, embezzlement, theft or any other material violation of law by Executive; (2) grossly negligent or intentional damage to the Company’s reputation or assets caused by Executive; (3) grossly negligent or intentional disclosure by Executive which constitutes of Confidential Information (as defined below) contrary to Executive’s obligations set forth herein; (4) the willful and continued failure by Executive to substantially perform required duties for the Company (other than as a result of Disability or death); (5) a material breach of this AgreementAgreement by Executive; or (6) the willful engagement in illegal conduct, (ii) willful failure gross misconduct by Executive, or a clearly established violation by Executive of the Company’s written policies and procedures, which is demonstrably and materially injurious to perform the duties assigned to the Executive by the CEO or the Board, from time to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the Company, monetarily or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1, an act or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the Company. With respect to clause (i) and (ii) above, the Company shall provide Executive written notice of the alleged violation and allow Executive ten (10) business days to cure the violationotherwise. Any termination for Cause pursuant must be approved by a majority of the disinterested or independent members of the Board of Directors. If written notice has been delivered to this Paragraph 4.1 shall Executive alleging termination for Cause, Executive will have the right to request a Board of Directors meeting to be made in writing held at a mutually agreeable time and location to Executivebe attended by the members of the Board of Directors, at which notice shall set forth in detail all acts or omissions upon which meeting Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing within thirty (30) days after delivery of the Company is relying for such termination. Upon Company’s written notice, any termination pursuant of this Agreement will be deemed to this Paragraph 4.1, have occurred without Cause during the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof)Initial Term.

Appears in 2 contracts

Samples: Employment Agreement (Cross Border Resources, Inc.), Employment Agreement (Cross Border Resources, Inc.)

Termination for Cause. Notwithstanding anything contained in this Agreement to The Company may terminate Executive's employment for Cause. In the contrary, this Agreement may be event that Executive's employment with the Company is terminated at any time during the Employment Term by the Company for Cause, Executive shall not be entitled to any additional payments or benefits hereunder, other than Accrued Benefits (including, but not limited to, any then vested Stock Option, or other stock options or equity grants). As used in For the purposes of this Agreement “Agreement, "Cause" shall only mean (i) the willful failure by Executive to attempt to substantially perform his duties with the Company (other than any action such failure resulting from his incapacity due to physical or omission of mental impairment), unless any such failure is corrected within thirty (30) days following written notice by the Board that specifically identifies the manner in which the Board believes Executive which constitutes a material breach of this Agreement, has substantially not attempted to materially perform his duties or (ii) the willful failure to perform the duties assigned gross misconduct by Executive with regard to the Executive by the CEO or the Board, from time Company that is materially injurious to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the Company. No act, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1, an act or failure to act act, by Executive shall be considered “"willful” only if done or omitted to be done " unless committed without good faith and without a good faith reasonable belief that such the act or failure to act omission was in the best interests interest of the Company. With respect No event shall be deemed the basis for Cause unless Executive is terminated therefore within sixty (60) days after such event is known to clause the Directors or to the Chairman of any committee of the Board. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause without (i) and (ii) above, the Company shall provide Executive advance written notice of the alleged violation and allow Executive ten (10) business days to cure the violation. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed provided to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder less than fourteen (other than for reimbursement for reasonable business expenses incurred 14) days prior to the date of termination setting forth the Company's intention to consider terminating Executive and including a statement of the proposed date of termination and the specific detailed basis for such consideration of termination for Cause, (ii) an opportunity of Executive, together with his counsel, to be heard before the Board at least ten (10) days after the giving of such notice and prior to the proposed date of termination, subject, however to (iii) a duly adopted resolution of the Board stating that in accordance with the provisions of Paragraph 3.1 hereofthe next to the last sentence of this paragraph (b), that the actions of Executive constituted Cause and the basis thereof, and (iv) a written determination provided by the Board setting forth the acts and omissions that form the basis of such termination of employment. Any determination by the Board hereunder shall be made by the affirmative vote of at least a two-thirds (2/3) majority of all of the members of the Board (other than Executive). Any purported termination of employment of Executive by the Company which does not meet each and every substantive and procedural requirement of this paragraph (b) shall be treated for all purposes under this Agreement as a termination of employment without Cause.

Appears in 2 contracts

Samples: Employment Agreement (ECOLOMONDO Corp INC.), Employment Agreement (ECOLOMONDO Corp INC.)

Termination for Cause. Notwithstanding anything contained in this Agreement to the contrary, this Agreement The Executive's employment hereunder may be terminated at any time by the Company for "Cause" (as herein defined) upon at least thirty (30) days' prior written notice to the Executive. As used in this Agreement “Cause” Termination for Cause shall only mean termination by reason of (ia) the willful and continued failure by Executive to substantially perform his duties with the Company (other than any action such failure resulting from his incapacity due to physical or omission of the Executive which constitutes mental illness), after a material breach of this Agreement, (ii) willful failure to perform the duties assigned written demand for substantial performance is delivered to the Executive by the CEO President or Board of Directors, which demand specifically identifies the Boardmanner in which the Executive is believed not to have substantially performed his duties, from time (b) the Executive's willful engagement in conduct which is or is likely to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against become demonstrably and materially injurious to the Company, monetarily or otherwise, or (ivc) the conviction (from which no appeal can be taken) Executive's breach of Executive for any criminal act which is a felonySection 10.12 hereof. For purposes of this Paragraph 4.1Section, an act no act, or failure to act act, on the part of the Executive shall be considered “deemed "willful” only if done " unless done, or omitted to be done without a done, by the Executive not in good faith and without reasonable belief that such act his action or failure to act omission was in the best interests of the Company. With respect to clause (i) and (ii) aboveNotwithstanding the foregoing, the Company Executive shall provide Executive written notice not be deemed to have been terminated for Cause unless and until there has been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the alleged violation entire membership of the Board of Directors at a meeting of the Board of Directors called and allow held for such purpose (after reasonable notice to the Executive ten (10) business days and an opportunity for the Executive, together with his counsel, to cure be heard before the violationBoard of Directors), finding that in the good faith opinion of the Board of Directors the Executive was guilty of conduct of the type set forth above in this Section and specifying the particulars thereof in detail. Any Upon termination for Cause pursuant to this Paragraph 4.1 hereunder the Executive shall be made in writing entitled to receive the Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid 's Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof).

Appears in 2 contracts

Samples: Employment Agreement (Universal Compression Inc), Employment Agreement (Universal Compression Holdings Inc)

Termination for Cause. Notwithstanding anything contained in Employer may terminate Employee’s employment under this Agreement to the contrary, this Agreement may be terminated at any time by the Company for Cause. As used in this Agreement Agreement, the term “Cause” shall only mean the occurrence of any of (i) any action Employee’s engagement in (A) willful misconduct resulting in material harm to Mednax or omission of the Executive which constitutes a material breach of this AgreementEmployer, or (B) gross negligence; (ii) willful failure to perform the duties assigned to the Executive by the CEO Employee’s conviction of, or the Boardpleading nolo contendere to, from time to timea felony or any other crime involving fraud, financial misconduct, or misappropriation of Employer’s assets; (iii) fraudEmployee’s willful and continual failure, breach of fiduciary duty, embezzlement after written notice from Employee’s Supervisor or misappropriation as against the CompanyBoard to (A) perform substantially his employment duties consistent with his position and authority, or (B) follow, consistent with Employee’s position, duties, and authorities, the reasonable lawful mandates of Employee’s Supervisor or the Board; (iv) the conviction Employee’s failure or refusal to comply with a reasonable policy, standard or regulation of Employer in any material respect, including but not limited to Employer’s sexual harassment, other unlawful harassment, workplace discrimination or substance abuse policies; or (from which no appeal can v) Employee’s breach of Section 8.4 of this Agreement. No act or omission shall be taken) of Executive deemed willful or grossly negligent for any criminal act which is a felony. For purposes of this Paragraph 4.1, an act or failure to act shall be considered “willful” only definition if done taken or omitted to be done without taken by Employee in a good faith reasonable belief that such act or failure omission to act was in the best interests of Employer or Mednax or if done at the Company. With respect to clause (i) and (ii) above, the Company shall provide Executive written notice express direction of the alleged violation and allow Executive ten (10) business days to cure the violationBoard of Directors of Mednax. Any The termination date for Cause a termination of Employee’s employment under this Agreement pursuant to this Paragraph Section 4.1 shall be made the date specified by Employer in writing a written notice to ExecutiveEmployee of finding of Cause, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such terminationmay not be retroactive. Upon any termination of Employee’s employment under this Agreement pursuant to this Paragraph Section 4.1, the Company Employee shall pay be entitled to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof compensation in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1and subject to, as well as any annual incentive bonuses pursuant to Paragraph 2.2 hereof earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 Section 5.1 hereof).

Appears in 2 contracts

Samples: Employment Agreement (Mednax, Inc.), Employment Agreement (Mednax, Inc.)

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