Termination for Just Cause means termination because of Executive’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement.
Termination for Just Cause means termination because of Executive’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, material breach of the Bank’s Code of Ethics, material violation of the Xxxxxxxx-Xxxxx requirements for officers of public companies that in the reasonable opinion of the Chief Executive Officer of the Bank or the Board will likely cause substantial financial harm or substantial injury to the reputation of the Bank, willfully engaging in actions that in the reasonable opinion of the Chief Executive Officer of the Bank or the Board will likely cause substantial financial harm or substantial injury to the business reputation of the Bank, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than routine traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the contract.
Termination for Just Cause means termination for: (a) proven dishonesty in the course of managing the Brand; (b) conviction of the Brand Manager for violation of any criminal law; or (c) declaration of bankruptcy, composition of creditors, attachment of the Brand Manger's interest or rights under this Agreement and similar occurrences.
Examples of Termination for Just Cause in a sentence
Termination for "Just Cause" shall mean termination because of, in the good faith determination of the Board, the Employee's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement.
Termination for "Just Cause" shall include termination because of the Employee's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement.
Termination for "Just Cause" shall include termination because of the Participant's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Plan.
Executive shall have no right to receive compensation or other benefits for any period after Termination for Just Cause.
If at any time sufficient funds are not available or appropriated to continue funding any payment due under this Agreement, this Agreement will terminate in accordance with the "Termination for Just Cause" provision in Article 9(b).
More Definitions of Termination for Just Cause
Termination for Just Cause means termination of my employment by Premier as the result of: (a) commission or omission of any act of dishonesty, embezzlement, theft, misappropriation or breach of fiduciary duty by me in connection with my employment with Premier; (b) any conviction, guilty plea or plea of nolo contendere by me for any felony, a misdemeanor in which fraud and dishonesty is a material element, or a crime of moral turpitude, that is likely to result in incarceration if later sentenced (if the Company CEO or Chair of the Board of Directors of Premier, Inc. (the “Board Chair”)) deem in his or her absolute discretion that such conviction or plea may have a significant adverse effect upon Premier or upon my ability to perform under this Agreement); (c) willful action or willful inaction with respect to my performance of my employment duties that constitutes a violation of law or governmental regulations or that causes Premier or its Related Companies (as defined in Section 6.2) or affiliated entities to violate such law or regulation; (d) a material breach of any securities or other law or regulation or any Premier or Related Company policy governing inappropriate disclosures or “tipping” related to (or the trading or dealing of) securities, stock or investments; (e) failure to reasonably cooperate or interference with a Premier-related investigation; (f) willful violation by me of Premier’s or its Related Companies’ lawful material policies, rules and procedures, including but not limited to Premier and its Related Companies’ Code of Conduct and Conflict of Interest policies; (g) the regulatory, governmental or administrative suspension, removal or prohibition of me as defined in this Section below; (h) willful misconduct, willful insubordination or willful refusal or unwillingness to carry out or follow specific lawful, reasonable directives, duties or assignments established or given by the Company CEO or the Board of Directors of Premier, Inc. (the “Board”) from time to time in accordance with this Agreement; (i) willful inattention to or dereliction of duty by me with respect to the business affairs of Premier or its Related Companies to which I am assigned material responsibilities or duties that is materially harmful to the business or reputation of Premier; (j) the breach of or failure to perform the obligations set forth in Sections 3 and/or 5-7 of this Agreement by me; (k) the prospective breach of the obligations set forth in Sections 3 and/or 5-7 of this Agreeme...
Termination for Just Cause shall not mean or include termination of the employment of Executive by Premier pursuant to Subsections (7) or (8) as a result of an isolated, insubstantial and inadvertent action not taken in bad faith by Executive and which is remedied promptly by Executive, if such cure is possible, within no more than thirty (30) days after receipt of notice from the Company CEO or his or her authorized agents of such performance issue(s).
Termination for Just Cause means termination because of the Executive’s personal dishonesty, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the savings institutions industry. For purposes of this paragraph, no act or failure to act on the part of the Executive shall be considered “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 Employer. Notwithstanding the foregoing, the Executive shall not be deemed to have been Terminated for Just 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 members of the Committee at a meeting of the Committee called and held for that purpose (after reasonable notice to Executive and an opportunity for him, together with counsel, to be heard before the Committee), finding that in the good faith opinion of the Committee, the Executive was guilty of conduct justifying Termination for Just Cause and specifying the particulars thereof in detail. The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Just Cause. Any stock benefits granted to the Executive under any stock benefit plan of the Employer or any subsidiary or affiliate thereof, that have not yet vested shall become null and void effective upon the Executive’s receipt of Notice of Termination for Just Cause pursuant to Section 7 hereof, and shall not be exercisable by the Executive at any time subsequent to such Termination for Just Cause.
Termination for Just Cause means termination because of: (i) Executive’s being convicted of a felony or of any lesser criminal offense involving moral turpitude; (ii) the willful commission by the Executive of a criminal or other act that, in the judgment of the Board, would likely cause substantial economic damage to the Company or the Bank or substantial injury to the business reputation of the Company or Bank; (iii) the commission by the Executive of any act of fraud in the performance of his duties on behalf of the Company or Bank or a material violation of the Company’s or the Bank’s code of ethics; (iv) the continuing willful failure of the Executive to perform his duties to the Company or the Bank (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness) after written notice thereof has been given to Executive by the Board (specifying the particulars thereof in reasonable detail) and Executive has been given a reasonable opportunity to be heard and cure such failure; 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 or the Bank. For purposes of this Section, no act, or the failure to act, on Executive’s part shall be “willful” unless done, or omitted to be done, in bad faith and without reasonable belief that the action or omission was in the best interests of the Bank or its affiliates.
Termination for Just Cause means termination because of the Executive’s personal dishonesty, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the savings institutions industry. For purposes of this paragraph, no act or failure to act on the part of the Executive shall be considered “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 Employer. Notwithstanding the foregoing, the Executive shall not be deemed to have been Terminated for Just 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 members of the Committee at a meeting of the Committee called and held for that purpose (after reasonable notice to Executive and an opportunity for him, together with counsel, to be heard before the Committee), finding that in the good faith opinion of the Committee, the Executive was guilty of conduct justifying Termination for Just Cause and specifying the particulars thereof in detail. The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Just Cause. Any stock benefits granted to the Executive under any stock benefit plan of the Employer or any subsidiary or affiliate thereof, that have not yet vested shall become null and void effective upon the Executive’s receipt of Notice of Termination for Just Cause pursuant to Section 7 hereof, and shall not be exercisable by the Executive at any time subsequent to such Termination for Just Cause. 7
Termination for Just Cause shall have the meaning set forth in Annex B hereto.
Termination for Just Cause shall not mean or include termination of the employment of Executive by Premier pursuant to Sections 15.b.(10) or (12) as result of an isolated, insubstantial and inadvertent action not taken in bad faith by Executive and which is remedied promptly by Executive, if such cure is possible, within no more than ten (10) days after receipt of notice from the Company CEO or his or her authorized agents of such performance issue(s). The Parties agree that Executive’s general failure to meet the performance objectives, milestones and goals established or given by the Company CEO or the Board from time to time shall not constitute grounds for “Termination for Just Cause”. Further, for purposes of this definition only, no act or failure to act by Executive shall be deemed “willful” if: (a) done or omitted to be done by Executive in good faith and with the reasonable belief that his act or omission was in the best interest of Premier and consistent with Premier and its Related Companies’ policies and applicable law; (b) based on and consistent with instructions pursuant to a resolution duly adopted by the Board; or (c) based on and consistent with the advice of Premier counsel. Notwithstanding the above and Sections 15.c. and 15.d., the Parties also acknowledge and agree that: