Wrongful Conduct Sample Clauses
The Wrongful Conduct clause defines actions or behaviors by a party that are considered improper, illegal, or in violation of the agreement. Typically, this clause outlines what constitutes wrongful conduct, such as fraud, misrepresentation, or breach of duty, and may specify the consequences or remedies available if such conduct occurs. Its core practical function is to deter parties from engaging in prohibited actions and to provide a clear basis for recourse or termination if wrongful behavior is identified, thereby protecting the integrity of the agreement.
POPULAR SAMPLE Copied 1 times
Wrongful Conduct. Notwithstanding anything in the Plan or this Agreement to the contrary, if, during the Covered Period, the Participant engages in Wrongful Conduct, then any unexercised Options, whether vested or unvested, shall automatically be forfeited and canceled effective as of the date on which the Participant first engaged in such Wrongful Conduct. If the Participant engages in Wrongful Conduct or if the Participant’s employment is terminated for Cause, the Participant shall pay to the Company in cash any Option/SAR Financial Gain the Participant realized from exercising all or a portion of the Options within the Wrongful Conduct Period. By entering into this Agreement, the Participant hereby consents to and authorizes the Company and the Subsidiaries to deduct from any amounts payable by such entities to the Participant any amounts the Participant owes to the Company under this Section 4(e) to the extent permitted by law. This right of set-off is in addition to any other remedies the Company may have against the Participant for the Participant’s breach of this Section 4(e). The Participant’s obligations under this Section 4(e) shall be cumulative of any similar obligations the Participant has under the Plan, this Agreement, any Company policy, standard or code (including, without limitation, the Company’s Standards of Business Conduct), or any other agreement with the Company or any Subsidiary.
Wrongful Conduct. If the Board of Directors of NIL or any committee of the Board of Directors, prior to or following the date Optionee ceases for any reason whatsoever to be an employee, officer, director, or consultant of the Subsidiary (or any other subsidiary of NIL), and after full consideration of the facts, finds by majority vote that Optionee has engaged in fraud, embezzlement, theft, commission of a felony, dishonesty, or any other conduct inimical to NIL, NII or Subsidiary, Optionee shall forfeit all unexercised options, whether or not vested and shall return to the Company any gain on options previously exercised during the period following (x) the date the inimical conduct first occurred or (y) 1 year prior to the date of termination, whichever is earlier. The decision of the Board of Directors of NIL or any committee of the Board of Directors shall be final.
Wrongful Conduct. If the Board of Directors of NIL or any committee of the Board of Directors, prior to or following the date an Optionee ceases for any reason whatsoever to be an employee, officer, director, or consultant of the Subsidiary and after full consideration of the facts, find by majority vote that Optionee has engaged in fraud, embezzlement, theft, commission of a felony, dishonesty, or any other conduct inimical to NII, NIL or Subsidiary, Optionee shall forfeit all unexercised options, whether or not vested. The decision of the Board of Directors of NIL or such committee shall be final.
Wrongful Conduct. The Company will not be obligated to indemnify and defend Mr. Hurlbut with respec▇ ▇▇ ▇ ▇▇▇▇eeding as set forth in Section 4.1 in the event, but only in the event, that (a) the Proceeding is terminated by a judgment against, order or conviction of, or plea of nolo contendere or its equivalent, by Mr. Hurlbut and (b) the ▇▇▇▇▇ ▇▇ ▇▇her tribunal hearing the Proceeding expressly finds that Mr. Hurlbut (i) did not ▇▇▇ ▇▇ ▇▇▇▇ faith or in a manner which he reasonably believed to have been in or not opposed to the best interests of the Company or, in the case of a criminal proceeding, had reasonable cause to believe his conduct was unlawful and (ii) in view of all the circumstances, is not entitled to be indemnified by the Company.
Wrongful Conduct. Notwithstanding any other provision of this Agreement, if the Board or any committee of the Board, prior to or following the date Optionee ceases for any reason whatsoever to be an employee, officer, director, or consultant of Subsidiary (or any other subsidiary of NIL), and after full consideration of the facts, finds by majority vote that Optionee has engaged in fraud, embezzlement, theft, commission of a felony, dishonesty, or any other conduct inimical to NIL, NII or Subsidiary, Optionee shall forfeit all unexercised Options, whether or not vested and shall return to the Company any gain on Options previously exercised. The decision of the Board or any committee of the Board shall be final.