Due Cause definition

Due Cause means any of the following events:

Due Cause means:

Due Cause means (a) the Employee's gross negligence or willful misconduct in bad faith in the discharge of his duties and responsibilities to Norton, the Company and any of their respective parent, subsidiary or affiliate corporations (collectively, the "Norton Group"), as determined by the Board of Directors of the Company, (b) the Employee's material and repeated failure to obey appropriate directions from the Chairman, Vice Chairman or Board of Directors of the Company, (c) any willful or purposeful act or omission of the Employee taken or omitted in bad faith and intended to materially injure, and which had the effect of materially injuring, the business or business relationships of any member of the Norton Group or (d) the Employee's conviction or other adjudication of (1) a felony or (2) any crime or offense involving fraud; provided, however, that the Employee shall be given written notice by a majority of the Board of Directors of the Company that it intends to terminate the Employee's employment for Due Cause under this Section, which written notice shall specify the act or acts upon the basis of which the majority of the Board of Directors of the Company intends so to terminate the Employee's employment, and the Employee shall then be given the opportunity, within fifteen (15) days of his receipt of such notice, to have a meeting with the Board of Directors of the Company to discuss such act or acts.

Examples of Due Cause in a sentence

• In Control Termination Payment and as otherwise provided in accordance with the terms of the Company's benefit programs and plans then in effect or as expressly required under applicable law, within twelve (12) months after a Change In Control, after termination by the Company of employment for other than Death, Disability or Due Cause or after termination by the Executive for Good Reason, the Executive shall not be entitled to any other compensation or benefits from the Company or hereunder.

• The foregoing notwithstanding, the Company may terminate the Executive's employment for any or no reason, as it may deem appropriate in its sole discretion and judgment; provided, however, that in the event such termination is not due to Death, Disability or Due Cause, the Executive shall (i) be entitled to a Termination Payment as hereinafter defined and (ii) be sent written notice stating the termination is not due to Death, Disability or Due Cause.

• Any termination under Subsection 4(b) by the Company for Disability or Subsection 4(c) for Due Cause or by the Executive for Good Reason under Subsection 4(e) or by the Company or the Executive within twelve (12) months after a Change in Control under Subsection 4(f) or by the Executive by Voluntary Termination under Subsection 4(g) shall be communicated by Notice of Termination to the other party thereto given in accordance with Paragraph 10.

• In the event that the Executive terminates the Executive's employment at the Executive's own volition prior to the expiration of the Employment Term (except as provided in Subsection 4(e) above), such termination shall constitute a "Voluntary Termination" and in such event the Executive shall be limited to the same rights and benefits as provided in connection with a termination for Due Cause under Subsection 4(c) above.

• Except for the Termination Payment and as otherwise provided in accordance with the terms of the Company's benefit programs and plans then in effect or as expressly required under applicable law, after termination by the Company of employment for other than Death, Disability or Due Cause, the Executive shall not be entitled to any other compensation or benefits from the Company or hereunder.

More Definitions of Due Cause

Due Cause means (i) willful, gross neglect or willful, gross misconduct in the Employee's discharge of his duties and responsibilities under this Agreement, or (ii) the Employee's commission of (x) a felony or (y) any crime or offense involving moral turpitude; provided, however, the Employee shall be given written notice by a majority of the Board of Directors of the Company that it intends to terminate the Employee's employment for Due Cause, which written notice shall specify the act or acts upon the basis of which the majority of the Board of Directors of the Company intends so to terminate the Employee's employment, and the Employee shall then be given the opportunity, within fifteen (15) days of his receipt of such notice, to have a meeting with the Board of Directors of the Company to discuss such act or acts. If the basis of such written notice is other than an act described in clause (ii), the Employee shall be given seven (7) days after such meeting within which to cease or correct the performance (or nonperformance) giving rise to such written notice and, upon failure of the Employee within such seven (7) days to cease or correct such performance (or nonperformance), the Employee's employment by the Company shall automatically be terminated hereunder for Due Cause. After the satisfaction of any claim of the Company against the Employee incidental to such Due Cause, neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10. 6.4

Due Cause. The term "DUE CAUSE" means any of the following events:

Due Cause as used herein, shall mean that (a) the Employee has committed a willful serious act, such as embezzlement, against the Company intended to enrich himself at the expense of the Company or has been convicted of a felony involving moral turpitude or (b) the Employee has (i) willfully and grossly neglected his duties hereunder or (ii) intentionally failed to observe specific directives or policies of the Board of Directors or CEO, which directives or policies were consistent with his positions, duties and responsibilities hereunder, and which failure had, or continuing failure will have, a material adverse effect on the Company. Prior to any such termination, the Employee shall be given written notice by the Board of Directors or CEO that the Company intends to terminate his employment for Due Cause under this Section 5.3, which written notice shall specify the particular acts or omissions on the basis of which the Company intends to so terminate the Employee's employment, and the Employee (with his counsel, if he so chooses) shall be given the opportunity, within 15 days of his receipt of such notice, to have a meeting with the Board of Directors to discuss such acts or omissions and given reasonable time to remedy the situation, if it is deemed by the Board of Directors, in their good faith business judgment, to be remediable. In the event of such termination, the Employee shall be promptly furnished written specification of the basis therefor in reasonable detail.

Due Cause means (i) the Employee has (A) committed a willful serious act, such as fraud, embezzlement or theft, (B) committed any act against the Employer or any other Buckeye Company intending to enrich himself at the expense of the Employer or any Buckeye Company, or (C) made any unauthorized use or disclosure of any trade secret or other confidential information (including any Confidential Information), whether pertaining to the business of the Employer or any Buckeye Company or otherwise, (ii) the Employee has been convicted of a felony or commits an act constituting a felony, (iii) the Employee has engaged in conduct which has caused or could cause material, significant or serious injury, whether monetary or otherwise, to the Employer or any other Buckeye Company, (iv) the Employee, in carrying out his duties hereunder, has been guilty of negligence or willful misconduct, (v) in the good faith determination of the Employer, the Employee's performance, or the performance of the business operations for which the Employee is responsible, has failed to meet the goals and expectations established by the Employer, (vi) in the good faith determination of the Employer, the Employee has violated in any material way any of the Employer's rules, policies or procedures (including without limitation those set forth in any employee handbook, or (vii) in the good faith determination of the Employer, the Employee has otherwise materially breached this Agreement (including, without limitation, any failure to perform the duties assigned to him in accordance with this Agreement) and has not remedied such breach within five business days (or such longer period of time not to exceed thirty (30) days if the cure is commenced within five (5) business days, is diligently pursued in good faith and reasonably requires more than five (5) business days to remedy) after receipt of written notice from the Employer specifying in reasonable detail the nature of the breach.

Due Cause means any of the following: (i) criminal conviction for willful fraud, embezzlement or theft against the Company or any of its affiliates; (ii) Mx. Xxxxxxx is convicted of, or pleads guilty or no contest to, a felony; (iii) willful, material nonperformance by Mx. Xxxxxxx (other than by reason of illness) of his material duties hereunder and failure to remedy such nonperformance within 30 days following written notice from the Board of Directors identifying the nonperformance and the actions required to cure it; or (iv) Mx. Xxxxxxx commits an act of gross negligence, engages in willful, material misconduct or otherwise acts with willful disregard for the Company’s best interests, and he fails to remedy such conduct within 30 days following written notice from the Board of Directors identifying the gross negligence, willful misconduct or willful disregard and the actions required to cure it (if such conduct can be cured). Notwithstanding the foregoing, Mx. Xxxxxxx shall not be deemed to have been terminated for Due Cause unless and until there shall have been delivered to him (a) a copy of a resolution duly adopted by the unanimous affirmative vote of all of the members of the Board of Directors (exclusive of Mx. Xxxxxxx) at a meeting of the Board called and held for the purpose (after reasonable notice to Mx. Xxxxxxx and an opportunity for Mx. Xxxxxxx, together with his counsel, to be heard before the Board) finding that in the good faith opinion of the Board Mx. Xxxxxxx was guilty of conduct set forth above and specifying the particulars thereof in detail; and, if applicable (b) clear and conclusive evidence that Mx. Xxxxxxx engaged in willful fraud, embezzlement or theft against the Company or any of its affiliates or committed an act of gross negligence, engaged in willful, material misconduct or otherwise acted with willful disregard for the Company’s best interests.

Due Cause means any of:

Due Cause. , means a material breach by a dealer of a lawful provision of a franchise or selling agreement that is not cured within a reasonable period of time after being given prior written notice of the specific material breach.