With or Without Cause. The Company may terminate the Executive's employment during the Employment Period with or without Cause. For purposes of this Agreement, "Cause" shall mean:
With or Without Cause. The Company may terminate the Executive’s employment during the Employment Period with or without Cause. For purposes of this Agreement, “Cause” means the Executive’s termination of employment based upon any one of the following, as determined in good faith by the Board: (i) the Executive is convicted of, or pleads guilty or nolo contendere to a felony or other crime involving moral turpitude, dishonesty, or sexual misconduct (other than motor vehicle related for which a noncustodial sentence is received); (ii) the Executive’s theft, embezzlement, fraud, misappropriation, or misconduct involving, or intentional infliction of material damage to, the Company’s or any affiliate’s assets, property, or business opportunities; (iii) the Executive receives a positive illegal drug test result, and the Executive does not provide evidence refuting such result to the Board after having been given a reasonable opportunity to do so; (iv) the Executive’s habitual misuse of alcohol or controlled substances or the performance of the Executive’s duties for the Company under the material influence of alcohol or non-prescribed controlled substances; (v) intentional failure to substantially perform (other than by reason of Disability), or gross negligence in the performance of, the Executive’s duties to the Company or any affiliates, or the Executive’s refusal or intentional failure to follow or carry out any lawful direction of the Board or any of its affiliate’s board of directors (or other equivalent governing body) or the written policies of the Company; or (vi) the Executive’s intentional, material breach of any agreement between the Executive and the Company or any affiliate of the Company. Prior to any termination with Cause, the Company shall provide written notice to the Executive of its intent to effect a termination of the Executive’s employment with Cause and provide the Executive with an opportunity to demonstrate that there is no basis for such a termination with Cause. The Company, in its sole discretion, shall determine the amount of time that the Executive will be given to demonstrate that there is no basis for a termination with Cause; provided that during such time period the Company shall have the right to put the Executive on leave.
With or Without Cause. The Executive is an employee at will and the Company may terminate the Executive’s employment either with or without Cause (as defined in Exhibit A attached hereto). For purposes of this Agreement, a termination “without Cause” shall mean a termination by the Company of the Executive’s employment other than due to Cause, death or Disability.
With or Without Cause. Upon termination for any reason, all finished or unfinished documents, reports, or other material or work of the Consultant pursuant to this Agreement shall be submitted to the City, and the Consultant shall be entitled to just and equitable compensation for any satisfactory work completed prior to the date of termination, not to exceed the total compensation set forth herein. The Consultant shall not be entitled to any reallocation of cost, profit or overhead. The Consultant shall not in any event be entitled to anticipated profit on work not performed because of such termination. The Consultant shall use its best efforts to minimize the compensation payable under this Agreement in the event of such termination. Upon termination, the City may take over the work and prosecute the same to completion, by contract or otherwise.
With or Without Cause. Notwithstanding any other provision of this Agreement, either party may terminate this Agreement and Employee’s employment at any time, for any reason, with or without cause, and with or without notice except as in Clause 8(c) below.
With or Without Cause. The Company may terminate the Executive’s employment with or without “Cause.” For purposes of this Agreement, “Cause” means (i) the willful and continued failure of Executive to perform substantially his duties with the Company (other than any such failure resulting from Executive’s incapacity due to physical or mental illness or any such failure subsequent to Executive being delivered a Notice of Termination without Cause by the Company or delivering a Notice of Termination for Good Reason to the Company) after a written demand for substantial performance is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive’s duties and the Executive has failed to cure such failure to the reasonable satisfaction of the Board; (ii) the willful engaging by Executive in gross negligence or willful misconduct which is demonstrably and materially injurious to the Company or its affiliates; or (iii) Executive’s conviction of or pleading guilty or no contest to a felony. For purpose of this Section 6(c), no act or failure to act by Executive shall be considered “willful” unless done or omitted to be done by Executive in bad faith and without reasonable belief that Executive’s action or omission was in the best interests of the Company or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, based upon the advice of counsel for the Company or upon the instructions of the Company’s chief executive officer or another senior officer of the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. Cause shall not exist unless and until the Company has delivered to Executive, along with the Notice of Termination for Cause, a copy of a resolution duly adopted by three-quarters (3/4) of all members of the Board (excluding Executive if Executive is a Board member) at a meeting of the Board called and held for such purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board an event set forth in clauses (i) - (iii) above has occurred and specifying the particulars thereof in detail. The Board must notify Executive of any event constituting Cause within ninety (90) days following the Board’s knowledge of ...
With or Without Cause. The Employer may terminate the Executive’s employment for Cause or without Cause at any time, provided, that the Employer may not terminate the Executive’s employment for Cause prior to obtaining the requisite approval of the Board as required by the definition of “Cause.”
With or Without Cause. Employer may terminate Employee’s employment for any reason, with or without Cause, at any time. For purposes of this Agreement, “Cause” shall mean any of the following: (i) Employee’s theft or embezzlement, or attempted theft or embezzlement, of money or property of the Employer Group, their perpetuation or attempted perpetuation of fraud, or their participation in a fraud or attempted fraud, in respect of the Employer Group or their unauthorized appropriation of, or their attempt to misappropriate, any tangible or intangible assets or property of the Employer Group; (ii) any material act or acts of disloyalty, misconduct or moral turpitude by Employee injurious to the interest, property, operations, business or reputation of the Employer Group or their commission of a crime that results in injury to any member of the Employer Group; or (iii) Employee’s willful disregard of lawful directive given by a superior or the Board or a violation of an Employer employment policy injurious to the interest of Employer; provided that, in each case, Employee shall have been given written notice from Employer describing in reasonable detail the event or circumstance Employer believes gives rise to a right to terminate Employee for Cause and Employee shall have 15 days to remedy the condition to the satisfaction of Employer. Employee’s failure to cure such condition(s) within such 15-day period shall result in the termination of Employee for Cause.
With or Without Cause. The Company shall be entitled to terminate this Agreement and the employment relationship established hereby with or without Cause immediately by giving written notice of termination to the Executive.
With or Without Cause. Employer may terminate Executive’s employment during the Employment Period with or without Cause at any time upon notice to Executive. For purposes of this Agreement, “Cause” means Executive’s (i) personal dishonesty, gross negligence, willful misconduct, fraud or breach of fiduciary duty; (ii) willful failure to perform Executive’s duties for or on behalf of Employer or its affiliates, or to follow, or cooperate in carrying out, any lawful material written policy adopted by Employer (including any written code of conduct or standards of ethics applicable to employees of Employer) or any reasonable directive from the Company Board or the Bank Board; (iii) continued and willful neglect of Executive’s duties for or on behalf of Employer or its affiliates; (iv) the taking of, or omission to take, any action that is materially disruptive of the business or affairs of Employer, other than actions taken or omitted in good faith consistent with the best interests of Employer and its affiliates; (v) material breach of any provision of this Agreement; (vi) intentional violation of any material law, rule, regulation or judicial or administrative order to which Employer or any affiliate is subject or of any formal administrative action entered into by Employer or any affiliate, or imposed upon any of them; (vii) conduct that results in Executive’s suspension or temporary or permanent prohibition or removal from participation in the conduct of the affairs of Employer or any affiliate, or the assessment of any civil money penalty against Executive, in any such case pursuant to the rules and regulations of any applicable regulatory agency having jurisdiction over Employer or its affiliates, or the issuance of any permanent injunction or similar remedy by a court having jurisdiction over Employer preventing Executive from executing or performing his material duties under this Agreement; or (viii) conviction of, or plea of nolo contendere to, a felony or any other crime involving moral turpitude, whether or not in connection with the business and affairs of Employer or its affiliates; provided, however, that Executive shall have thirty (30) days to cure any of the events or occurrences described in the immediately preceding clauses, to the extent such events or occurrences are curable. For purposes of this Section 7(b), no act or failure to act, on the part of Executive, shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or w...
