Cause. The Company may terminate Executive’s employment for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “Cause” shall mean (i) Executive’s willful failure to substantially perform his duties as an employee of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical or mental illness), (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, (iii) Executive’s conviction of, or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business or reputation of the Company, (v) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (i), (ii), (v) or (ix), to the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written notice.
Appears in 5 contracts
Samples: Release Agreement (Realogy Group LLC), Release Agreement (Realogy Group LLC), Release Agreement (Realogy Group LLC)
Cause. The term “Cause” used in connection with the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company may terminate or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment for “Cause” by providing a Notice of Termination (as defined in Section 7 below) only because the Board determines that notifies Executive of his termination for Cause (as defined below), effective as one or more of the date of such notice. For purposes of this Agreement, “Cause” shall mean following events have occurred: (i) Executive’s any act or omission that constitutes a material breach by such Executive of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his duties material obligations and such Executive fails to perform as an employee required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business of the Company or any subsidiary of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (other than any such failure resulting from incapacity due to physical or mental illness), (iiiv) any act of fraudother willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, misappropriation, dishonesty, embezzlement or similar conduct against is otherwise materially injurious to the Company or any subsidiaryof its subsidiaries or affiliates (for the avoidance of doubt, (iii) the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s conviction of, confidentiality obligation to the Company or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) the Executive’s indictment for a charge of commission of a felony or engagement in any crime involving moral turpitude, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business or reputation of Prohibited Activity during his employment with the Company, (v) Executive’s gross negligence which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any nature of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (i), (ii), (v) or (ix), to the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written noticemisconduct.
Appears in 5 contracts
Samples: Management Unit Subscription Agreement (Radiation Therapy Services Holdings, Inc.), Support and Voting Agreement (Vestar Capital Partners v L P), Support and Voting Agreement (Vestar Capital Partners v L P)
Cause. The Company may shall have the right to terminate the Executive’s 's employment for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreementhereof, “a termination by the Company for "Cause” " shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of (i) the Executive’s willful failure to substantially perform his duties as an employee of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical or mental illness), (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, (iii) Executive’s 's conviction of, or plea of guilty or nolo contendere to a charge to, any felony (whether or not involving the Company or any of commission of, a felony its subsidiaries) or any other crime involving moral turpitudeturpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ivii) fraud or other willful misconduct by the Executive in respect of the Executive’s indictment for 's obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a charge bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of commission of a felony this Agreement. Action or any crime involving moral turpitude, provided inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Board of Directors of Executive's action or inaction was in the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business or reputation best interests of the Company, (v) Executive’s gross negligence in the performance and shall not include failure to act by reason of his duties, (vi) Executive purposefully total or negligently makes (partial incapacity due to physical or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (i), (ii), (v) or (ix), to the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written noticemental illness.
Appears in 5 contracts
Samples: Employment Agreement (Genesis Healthcare Corp), Employment Agreement (Genesis Healthcare Corp), Employment Agreement (Genesis Healthcare Corp)
Cause. The In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for “Cause” by providing a Notice of Termination Cause (as defined in Section 7 belowthis Section) that notifies effective immediately upon delivery of written notice to Executive, and Executive of his termination for Cause (as defined below)will not be entitled to any Severance Benefits. As used herein, effective as “Cause” means any of the date of such notice. For purposes following: (i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, “Cause” shall mean (i) Executive’s willful failure to substantially perform his duties as an including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee of the Company misconduct, whether now in effect or any subsidiary (other than any such failure resulting from incapacity due to physical subsequently promulgated or mental illness), (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, revised; (iii) Executive’s conviction offor, or entry of a plea of guilty or nolo contendere to a charge no contest with respect to, any felony, crime of commission of, a felony or crime involving moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that xxxxx or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that xxxxx or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s indictment employment for a charge Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of commission of a felony or any crime involving moral turpitudesuch notice; provided further, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business or reputation of the Company, (v) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (i), (ii), (v) or (ix), to the extent such conduct is curable, unless the Company shall have notified the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive in writing describing such conduct and Executive shall have failed to successfully effected a cure such conduct within ten (10) business days after his receipt of such written following notice.
Appears in 5 contracts
Samples: Executive Employment Agreement (Heelys, Inc.), Executive Employment Agreement (Heelys, Inc.), Executive Employment Agreement (Heelys, Inc.)
Cause. The Company may terminate Executive’s employment for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “Cause” shall mean means and only means any of the following: (i) Executive’s willful failure to substantially perform his duties as an employee of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical or mental illness), (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, (iii) Executive’s a conviction of, or plea of guilty “guilty” or nolo contendere to a charge of commission of“no contest” to, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that fraudulent conduct under the Board laws of Directors the United States or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (the “Board”iii) determines in good faith Executive’s fraud or willful misconduct that such indictment would result in a causes material adverse impact harm to the business or reputation Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Company, Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s representations material failure to comply with the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. A termination will It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for “Cause” pursuant to clause (i)Cause shall be determined by the Board in its judgment and discretion, (ii), (v) or (ix), to the extent such conduct is curable, unless the Company which shall have notified Executive be exercised in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written noticegood faith.
Appears in 4 contracts
Samples: Employment Agreement (Olo Inc.), Employment Agreement (Olo Inc.), Employment Agreement (Olo Inc.)
Cause. The Company may terminate the Executive’s 's employment during the Employment Period for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “"Cause” " shall mean for the Company's termination of the Executive's employment for any of the following: (i) the Executive’s 's final conviction of a felony crime that enriched the Executive at the expense of the Company; provided, however, that after indictment, the Company may suspend the Executive from the rendition of services, but without limiting or modifying in any other way the Company's obligations under this Agreement; (ii) a breach by the Executive of a fiduciary duty owed to the Company; (iii) a breach by the Executive of any of the covenants made by him in Sections 8 and 10 hereof; (iv) the willful and gross neglect by the Executive of the duties specifically and expressly required by this Agreement; or (v) the Executive's continuing failure to substantially perform his duties as an employee and responsibilities hereunder (except by reason of the Company or any subsidiary (other than any such failure resulting from Executive's incapacity due to physical or mental illnessillness or injury) for a period of 45 days after the Required Board Majority, as defined herein, has delivered to the Executive a written demand for substantial performance hereunder which specifically identifies the bases for the Required Board Majority's determination that the Executive has not substantially performed his duties and responsibilities hereunder (that period being the "Grace Period"); provided, that for purposes of this clause (v), (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, (iii) Executive’s conviction of, or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business or reputation of the Company, (v) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (i), (ii), (v) or (ix), to the extent such conduct is curable, unless the Company shall not have notified Cause to terminate the Executive's employment unless (A) at a meeting of the Board called and held following the Grace Period in the city in which the Company's principal executive offices are located, of which the Executive in writing describing such conduct was given not less than 10 days' prior written notice and at which the Executive was afforded the opportunity to be represented by counsel, appear and be heard, the Required Board Majority shall have failed to cure such conduct within ten adopt a written resolution which (101) business days after his receipt sets forth the Required Board Majority's determination that the failure of such written notice.the
Appears in 4 contracts
Samples: Employment Agreement (Carrizo Oil & Gas Inc), Employment Agreement (Carrizo Oil & Gas Inc), Employment Agreement (Carrizo Oil & Gas Inc)
Cause. The Company Company, acting by its Board of Directors, may terminate the Executive’s employment for “Cause.” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his A termination for Cause (as defined below), effective as shall mean discharge by the Company by reason of the date of such notice. For purposes of this Agreement, “Cause” shall mean following: (i) the Executive’s willful failure conviction of, or a plea of nolo contendere to, any act which constitutes a felony offense under applicable law in connection with the performance of the Executive’s obligations on behalf of the Company or which affects the Executive’s ability to substantially perform his duties the Executive’s obligations as an employee of the Company or under this Agreement or any subsidiary (other than any such failure resulting from incapacity due to physical non-competition agreement, confidentiality agreement or mental illness), like agreement or covenant between the Executive and the Company or which materially and adversely affects the reputation and business activities of the Company; (ii) any act the Executive’s willful misconduct in connection with the performance of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, Executive’s duties and responsibilities as an employee of the Company; (iii) the Executive’s conviction ofcommission of an act of embezzlement, fraud or plea of guilty dishonesty which results in a loss, damage or nolo contendere injury to a charge of commission of, a felony or crime involving moral turpitude, the Company; (iv) the Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business or reputation of the Company, (v) Executive’s substantial and continuing gross negligence in the performance of his dutiesthe Executive’s duties as an employee of the Company; (v) the Executive’s knowing unauthorized use or unauthorized disclosure of any trade secret or confidential information of the Company which adversely affects the business of the Company; provided, that any disclosure of any trade secret or confidential information of the Company to a third party in the ordinary course of business who signs a confidentiality agreement shall not be deemed a breach of this subsection; (vi) substance or alcohol abuse for which the Executive purposefully fails to undertake and maintain treatment within five (5) calendar days after requested in writing by the Company; or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs Executive’s continuing material failure or habitual, excessive use of alcohol refusal to perform the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of in accordance with the terms and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (i), (ii), (v) or (ix), Notwithstanding anything herein to the extent such conduct is curablecontrary, unless the Executive’s resignation promptly following an action by the Company that results in a constructive termination or discharge of the Executive’s employment with the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt constitute a termination by the Company without Cause for purposes of such written noticethis Agreement.
Appears in 4 contracts
Samples: Neo Employment Agreement (Broadview Networks Holdings Inc), Neo Employment Agreement (Broadview Networks Holdings Inc), Neo Employment Agreement (Broadview Networks Holdings Inc)
Cause. The Company may terminate the Executive’s 's employment for “"Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his ". A termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “"Cause” " shall mean (i) the Executive’s willful failure 's conviction to, plea of no contest to, plea of nolo contendere to, or imposition of unadjudicated probation for any felony (other than a traffic offense that does not result in incarceration), (ii) the Executive's having been the subject of any order, judicial or administrative, obtained or issued by the Securities Exchange Commission, for any securities violation involving fraud or intentional misconduct, including, for example, any such order consented to by the Executive in which findings of facts or any legal conclusions establishing liability are neither admitted nor denied, (iii) a material breach by the Executive of this Agreement; or (iv) the Board in good faith determines that the Executive (A) willfully failed to substantially perform his duties as an employee of and obligations to the Company or willfully failed to carry out, or comply with, any subsidiary reasonable and lawful directive of the Board consistent with the terms of this Agreement (other than any such a failure resulting from the Executive's incapacity due to physical or mental illness) which, if it is the first instance of such conduct, is not cured within thirty (30) days after a written notice of demand for performance has been delivered to the Executive specifying the manner in which the Executive has failed to perform (and, if it is any instance of such conduct after the first instance thereof and opportunity to cure, then no such opportunity to cure need be provided with respect to such conduct), (iiB) willfully engaged in conduct which is demonstrably and materially injurious to the Company or any of its Subsidiaries, monetarily or otherwise, or (C) committed a willful breach of fiduciary duty or an act of fraud, misappropriationembezzlement, dishonesty, embezzlement or similar conduct misappropriation against the Company or any subsidiaryof its Subsidiaries; provided, (iii) however, that no termination of the Executive’s conviction of, or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, 's employment shall be for Cause as set forth in clause (iv) Executive’s indictment for above until (y) there shall have been delivered to the Executive a charge of commission copy of a felony or any crime involving moral turpitude, provided written notice setting forth that the Board of Directors Executive was guilty of the Company conduct set forth in clause (iv) and specifying the “Board”particulars thereof in detail, and (z) determines in the Executive shall have been provided an opportunity to be heard by the Board (with the assistance of the Executive's counsel if the Executive so desires). No act, nor failure to act, on the Executive's part, shall be considered "willful" unless he has acted or failed to act, with an absence of good faith and without a reasonable belief that such indictment would result his action or failure to take action was in a material adverse impact to the business or reputation best interests of the Company, (v) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (i), (ii), (v) or (ix), to the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written notice.
Appears in 4 contracts
Samples: Employment Agreement (MCG Capital Corp), Employment Agreement (MCG Capital Corp), Employment Agreement (MCG Capital Corp)
Cause. The Company may terminate Executivethe Employee’s employment hereunder for “Cause” by providing a Cause (as defined below) at any time upon delivery of written Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of to the date of such noticeEmployee. For purposes of this Agreement, “Cause” shall mean (i1) Executivethe conviction of (or the plea of guilty or no contest to) a felony, as evidenced by a judgment, order or decree of, or acceptance of a plea of nolo contendere (or similar plea) by, a court of competent jurisdiction, which the Board reasonably determines is likely to have a material adverse effect on the ability of the Employee to effectively perform the Employee’s willful duties, (2) unreasonable neglect or refusal by the Employee to perform the Employee’s duties or responsibilities that remains uncured for at least ten (10) days following the Employee’s receipt of written notice of such neglect or refusal from the Board, (3) the Employee’s performance of an act or failure to substantially perform his duties as an employee act which, if the Employee were prosecuted and convicted, would constitute a felony, (4) a material violation by the Employee of the Company or any subsidiary Company’s established policies and procedures that remains uncured for at least ten (other than any 10) days following the Employee’s receipt of written notice of such failure resulting violation from incapacity due to physical or mental illness)the Board, (ii5) the breach by the Employee of any of the Employee’s material obligations under this Agreement that remains uncured for at least ten (10) days following the Employee’s receipt of written notice of such breach from the Board; provided that the Employee shall not have any opportunity to cure any material breach of Section 8 or Section 9 hereof, or (6) the Employee’s commission of an act of fraud, misappropriation, dishonesty, misappropriation or embezzlement or similar conduct against the Company or any subsidiary, (iii) ExecutiveCompany. A determination of whether the Employee’s conviction of, or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment actions justify termination for a charge of commission of a felony or any crime involving moral turpitude, Cause and the date on which such termination is effective shall in each case be made in good faith by the Board; provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business or reputation of the Company, (v) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive mere allegation of any of the terms and conditions of this Agreement act described in clause (3) or (6) above shall not constitute a material breach of any of Executive’s representations in this Agreement. A termination will not be sufficient basis for “Cause” pursuant to under such clause (i), (ii), (v3) or (ix), to the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written notice.or
Appears in 4 contracts
Samples: Employment Agreement (Cognigen Networks Inc), Employment Agreement (Cognigen Networks Inc), Employment Agreement (Cognigen Networks Inc)
Cause. The Company may terminate Executive’s employment for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, a termination of employment is for “Cause” shall mean if the termination occurs because of Executive’s: (i) Executive’s willful failure to substantially perform his duties as an employee unauthorized use or disclosure of the Company confidential information or any subsidiary (other than any such failure resulting from incapacity due trade secrets of the Company, which use or disclosure causes, or could reasonably be expected to physical or mental illness)cause, material harm to the Company; (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, (iii) Executive’s conviction of, or plea of guilty “guilty” or nolo contendere to a charge of commission of“no contest” to, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors of the Company ; (the “Board”iii) determines in good faith that such indictment would result in a material adverse impact to the business willful misfeasance or reputation of the Company, (v) Executive’s gross negligence misconduct in the performance of his Executive’s duties, ; (viiv) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent substance abuse that in any of such uses in the Board’s good faith determination manner materially interferes with the performance of Executive’s duties under this Agreementduties; (v) chronic absence from work for reasons other than illness; or (vi) failure to perform Executive’s assigned duties, after receiving written and reasonable notice from the Company and an opportunity of at least thirty (viii30) a breach days to correct any such failure and/or dispute the original notice. Although the foregoing is an exclusive list of fiduciary duty and/or the grounds for terminating Executive’s employment for “Cause,” it is expressly understood that the Company, or any acquirer or successor of the Company, may terminate Executive’s at-will employment for reasons that do not constitute “Cause.” A termination without “Cause” includes not only involuntary terminations by the Company, but also voluntary terminations by Executive resulting from either: (ixa) a material breach by Executive reduction in employment duties, compensation or benefits; or (b) a change in location of any employment outside of a fifty (50)-mile radius of the terms and conditions of this Agreement or Company’s current principal office, without Executive’s consent; provided, however, that a material breach of any termination in connection with the events described above shall only constitute a termination of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant employment by the Company without Cause only if (A) the Executive provides written notice to clause the Company of the event within ninety (i)90) days of the occurrence of such event, (ii), (vB) or (ix), to the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed fails to cure the condition caused by such conduct event within ten thirty (1030) business days after receipt from Executive of written notice of the event, and (C) the Executive provides written notice of his receipt of such written noticeintent to terminate employment within thirty (30) days following the Company’s failure to cure.
Appears in 4 contracts
Samples: Executive Employment Agreement (Entorian Technologies Inc), Executive Employment Agreement (Entorian Technologies Inc), Executive Employment Agreement (Entorian Technologies Inc)
Cause. The Company may terminate Executive’s employment for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “Cause” shall mean means and only means any of the following: (i) Executive’s willful failure to substantially perform his duties as an employee of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical or mental illness), (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, (iii) Executive’s a conviction of, or plea of guilty “guilty” or nolo contendere to a charge of commission of“no contest” to, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that fraudulent conduct under the Board laws of Directors the United States or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (the “Board”iii) determines in good faith Executive’s fraud, gross negligence or willful misconduct that such indictment would result in a causes material adverse impact harm to the business or reputation Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Company, Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s representations material failure to comply with the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. A termination will It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for “Cause” pursuant to clause (i)Cause shall be determined by the Board in its judgment and discretion, (ii), (v) or (ix), to the extent such conduct is curable, unless the Company which shall have notified Executive be exercised in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written noticegood faith.
Appears in 4 contracts
Samples: Employment Agreement (Olo Inc.), Employment Agreement (Olo Inc.), Employment Agreement (Olo Inc.)
Cause. The Company may terminate Executive’s employment for “with the Company may be terminated by the Company with or without Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “Cause” shall mean mean: (i) the continued failure of Executive to perform substantially Executive’s willful failure to substantially perform his duties as an employee of with the Company or any subsidiary of its affiliates or Executive’s material disregard of the directives of the Board (in each case other than any such failure resulting from incapacity due to any medically determined physical or mental illness), impairment) that is not cured by Executive within 20 calendar days 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 or disregarded a directive of the Board; (ii) willful material misrepresentation at any time by Executive to the Board; (iii) Executive’s commission of any act of fraud, misappropriation, dishonesty, misappropriation (other than misappropriation of a de minimis nature) or embezzlement against or similar conduct against in connection with the Company or any subsidiaryof its affiliates or their respective businesses or operations; (iv) a conviction, (iii) Executive’s conviction of, guilty plea or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment Executive for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business dishonesty or reputation of the Company, for any felony; (v) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of his fiduciary duties of loyalty or care to the Company or any of its affiliates or a material violation of the terms Company’s Code of Business Conduct and conditions Ethics or any other material breach of a Company policy, as the same may be amended from time to time; (vi) the engaging by Executive in illegal conduct, gross misconduct, gross insubordination or gross negligence that is materially and demonstrably injurious to the Company’s business or financial condition; or (vii) a material breach by Executive of his obligations under Section 7, 8, 9 or 11 of this Agreement that, in the case of Sections 7, 8 or a material breach of any of Executive’s representations in this Agreement. A termination will 11, is not be for “Cause” pursuant to clause cured (i), (ii), (vif curable) or (ix), to the extent such conduct is curable, unless the Company shall have notified by Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business 20 calendar days after written demand for such cure is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has materially breached his receipt of such written noticeobligations.
Appears in 4 contracts
Samples: Employment Agreement (Williams Industrial Services Group Inc.), Employment Agreement (Global Power Equipment Group Inc.), Employment Agreement (Global Power Equipment Group Inc.)
Cause. The Company may terminate Executive’s employment for “Wherever reference is made in this Agreement to termination being with or without Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “Cause” shall mean (i) Executive refuses or fails to perform any of his duties and responsibilities as determined from time to time by the Board, including, without limitation (a) Executive’s willful failure to substantially perform his duties as an employee persistent neglect of the Company duty or any subsidiary chronic unapproved absenteeism (other than for a temporary or permanent disability) which remains uncured to the reasonable satisfaction of the Board following thirty (30) days’ written notice from the Company of such alleged fault and (b) Executive’s refusal to comply with any lawful directive or policy of the Board which refusal is not cured by Executive within thirty (30) days of such failure resulting written notice from incapacity due the Company; provided, however, that the Company shall not be required to physical or mental illnessgive Executive a cure period with respect to this clause (i) on more than one occasion; (as used in this Section 7.5, “Company” shall mean Holdings, the Company and each of the Company’s subsidiaries), (ii) any Executive acts (including a failure to act) in a manner which constitutes willful misconduct, gross negligence, or insubordination, (iii) the Company determines that, in the reasonable judgment of the Board, (x) Executive has committed an act of fraud, misappropriation, dishonesty, embezzlement personal dishonesty or similar conduct against misappropriation relating to the Company or Holdings, has violated any subsidiary, material provision of any written policy of the Company or Holdings or (iiiy) ExecutiveExecutive has committed any other act causing material harm to the Company’s conviction ofor Holding’s standing or reputation, or plea any act of guilty dishonesty, embezzlement, unauthorized use or nolo contendere to a charge disclosure of commission ofConfidential Information or other intellectual property or trade secrets, a felony common law fraud or crime involving moral turpitudeother fraud with respect thereto, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact breach by the Executive of this Agreement, any other written agreement with the Company, any fiduciary duty to the business or reputation of the Company, (v) Executive’s gross negligence arrest, indictment for or conviction (or the entry of a plea of a nolo contendere or equivalent plea) in the performance a court of his dutiescompetent jurisdiction of a felony or any misdemeanor involving material dishonesty or moral turpitude, or (vi) Executive purposefully the Executive’s habitual or negligently makes (repeated misuse of, or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the repeated performance of the Executive’s duties under this Agreementthe influence of, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement alcohol or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (i), (ii), (v) or (ix), to the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written noticecontrolled substances.
Appears in 3 contracts
Samples: Employment Agreement (Archipelago Learning, Inc.), Employment Agreement (Archipelago Learning, Inc.), Employment Agreement (Archipelago Learning, Inc.)
Cause. The Company may terminate Executive’s employment this Agreement, upon written notice to the Employee delivered in accordance with SECTIONS 5(g) and 12(c) hereof, for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “Cause” shall mean "CAUSE" means (i) Executive’s willful failure the commission by the Employee (as determined in good faith by the Parent Board or a committee thereof) of a crime or criminal offense involving theft, fraud, embezzlement or other felony or otherwise involving dishonesty, in each case with respect to substantially perform his duties as an employee of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical or mental illness)Company, (ii) any act of fraudthe Employee's willful refusal, misappropriationwithout proper legal cause, dishonesty, embezzlement to perform his duties and responsibilities as contemplated in this Agreement or similar conduct against the Company or any subsidiary, (iii) Executive’s conviction ofthe Employee's engaging (A) in activities which would constitute a material breach of a material term of this Agreement, the Company's Code of Ethics, the Company's policies and regulations, including but not limited to, policies regarding trading in the Common Stock or reimbursement of business expenses or any other applicable policies, rules or regulations of the Company, or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (ivB) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment improper conduct which would result in a material adverse impact injury to the business business, condition (financial or reputation otherwise), results of operations or prospects of the Company or its Affiliates (as determined in good faith by the Parent Board or a committee thereof), (iv) willful misconduct by Employee injurious to the Company, or (v) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found conduct by Employee tending to have made) a false certification to bring the Company pertaining to its financial statementsinto substantial public disgrace or disrepute; PROVIDED, (vii) the habitual use of drugs or habitualHOWEVER, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreement. A no termination will not be for “Cause” pursuant to clause (i), (ii), (v) or (ix), to the extent such conduct is curable, hereof shall become effective unless the Company shall have notified Executive in writing describing such conduct and Executive Employee shall have failed to cure such conduct Cause to the satisfaction of the Parent Board in their sole discretion within ten thirty (1030) business days after his receipt receiving a Notice of such written noticeTermination detailing the alleged Cause.
Appears in 3 contracts
Samples: Executive Employment Agreement (GSE Lining Technology, Inc.), Executive Employment Agreement (GSE Lining Technology, Inc.), Executive Employment Agreement (GSE Lining Technology, Inc.)
Cause. The Company may terminate this Agreement and the Executive’s employment hereunder for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “Cause” shall mean mean: (i) any act of material insubordination on the part of the Executive’s willful failure ; (ii) the engaging by the Executive in misconduct, including but not limited to, any type of sexual harassment which is materially and demonstrably injurious to substantially perform his duties as an employee of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical of its divisions, subsidiaries or mental illness)affiliates, (ii) any act of fraud, misappropriation, dishonesty, embezzlement monetarily or similar conduct against the Company or any subsidiary, otherwise; (iii) Executive’s any conviction of, or plea of guilty or nolo contendere to, the Executive with respect to a charge of commission of, felony (other than a felony or crime involving moral turpitude, traffic violation); (iv) Executive’s indictment for a charge the commission (or attempted commission) of commission any act of a felony fraud or any crime involving moral turpitude, provided that dishonesty by the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact Executive which is materially detrimental to the business or reputation of the CompanyCompany or any of its divisions, subsidiaries or affiliates; (v) Executivethe engaging by the Executive in an act or series of acts constituting misconduct resulting in a misstatement of the Company’s gross negligence in financial statements due to material non-compliance with any financial reporting requirement within the performance meaning of his duties, Section 304 of The Sarbanes Oxley Act of 2002; (vi) Executive purposefully the Executive’s breach of any of the covenants set forth in Article IV of this Agreement; or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use Executive’s refusal to follow reasonable and lawful directives of drugs the Board of Directors or habitual, excessive use the Chief Executive Officer without a valid reason for such refusal. The right of alcohol the Company to terminate this Agreement for “Cause” shall be distinct from and shall not limit any remedies available under law to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) Company for a material breach by the Executive of any of the terms and conditions of his obligations under this Agreement or a material breach of any of Executive’s representations in this Agreement(“Material Breach”). A termination will for Cause shall not take effect unless there is compliance with the provisions of this paragraph. Executive shall be given written notice by the Company of its intention to terminate him for “Cause” pursuant , such notice (A) to clause state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (i), (ii), (vB) to be given within 90 days of the Company's learning of such act or (ix)acts or failure or failures to act. Executive shall have 20 days after the date that such written notice has been given to him in which to cure such conduct, to the extent such conduct cure is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed possible. If he fails to cure such conduct conduct, Executive shall then be entitled to a hearing before the Board. Such hearing shall be held within ten (10) business 25 days after his receipt of such notice to Executive, provided he requests such hearing within 10 days of the written noticenotice from the Company of the intention to terminate him for Cause. If, within five days following such hearing, Executive is furnished written notice by the Board confirming that, in its judgment, grounds for Cause on the basis of the original notice exist, he shall thereupon be terminated for Cause.
Appears in 3 contracts
Samples: Employment Agreement (Infinity Property & Casualty Corp), Employment Agreement (Infinity Property & Casualty Corp), Employment Agreement (Infinity Property & Casualty Corp)
Cause. The Company may terminate ExecutiveEmployee’s employment for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination hereunder for Cause (as defined below), effective as of the date of such noticeby written notice at any time. For purposes of this Agreement, the term “Cause” shall mean Employee’s (i) Executive’s gross negligence or willful failure to substantially perform his duties hereunder or willful refusal to follow any lawful directive of the Reporting Person; (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as an employee required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Long-Term Incentive Compensation”), in each case, prior to a Change of Control, or breach of his fiduciary duties to the Company; (v) any willful act, or failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical of its directors, managers, officers or mental illness)employees, (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against if the Company requests his cooperation; (vii) prior to a Change in Control, failure to follow the Company’s code of conduct or any subsidiary, ethics policy; and (iiiviii) Executive’s conviction of, or plea of guilty or nolo contendere to a charge of commission ofto, a felony or crime involving moral turpitudeany serious crime; provided that, (iv) Executivethe Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s indictment termination of employment hereunder for a charge any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of commission the Reporting Person at any time up to two years after Employee’s termination of a felony employment but in no event more than six months after the Reporting Person learns of the facts or any crime involving moral turpitudeevents that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact Company’s ability to the business or reputation of the Company, (v) Executivedeem an Employee’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties employment under this Agreement, (viii) sentence to be terminated for Cause shall lapse upon a breach Change of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (i), (ii), (v) or (ix), to the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written noticeControl.
Appears in 3 contracts
Samples: Employment Agreement (XPO Logistics, Inc.), Employment Agreement (XPO Logistics, Inc.), Employment Agreement (XPO Logistics, Inc.)
Cause. For “Cause” upon the determination by the Board that “cause” exists to terminate Executive. “Cause” means (i) a material breach of this Agreement by Executive; provided, that if such breach is capable of being cured, Executive shall be provided 15 days written notice to cure such breach, (ii) a breach of Executive’s duty of loyalty to PGI or any of its subsidiaries or any act of dishonesty or fraud with respect to PGI or any of its subsidiaries, (iii) the commission by Executive of a felony, a crime involving moral turpitude or other act or omission (excluding business acts or omissions in the ordinary course) causing material harm to the standing and reputation of PGI and its subsidiaries, (iv) Executive reporting to work under the influence of alcohol or illegal drugs, the use of illegal drugs (whether or not at the workplace) or other repeated conduct (excluding business conduct in the ordinary course) causing PGI or any of its subsidiaries substantial public disgrace or disrepute or economic harm, or (v) any willful act or omission by Executive aiding or abetting a competitor, supplier or customer of PGI or any of its subsidiaries to the material disadvantage or detriment of PGI and its subsidiaries. The Company may terminate burden for establishing the validity of any termination for Cause shall rest upon PGI; provided that PGI shall furnish notice to Executive of such Cause termination, which notice must specify in reasonable detail the particulars of Executive’s conduct that constitute Cause. If PGI terminates Executive’s employment for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies , Executive of his termination for Cause (as defined below), effective as of shall be entitled only to the pro rata Base Compensation through the date of such noticetermination, and all future compensation and benefits shall cease (except for those benefits vested per plan terms). For purposes of Other than what is provided in this AgreementSection 2.1(a) Executive shall not be entitled to any other salary, “Cause” shall mean (i) Executive’s willful failure to substantially perform his duties compensation or benefits as an employee of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical or mental illness), (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, (iii) Executive’s conviction of, or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission result of a felony or any crime involving moral turpitude, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business or reputation of the Company, (v) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (i), (ii), (v) or (ix), to the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written notice.
Appears in 3 contracts
Samples: Executive Employment Agreement (Polymer Group Inc), Executive Employment Agreement (Dominion Textile (Usa), L.L.C.), Executive Employment Agreement (Dominion Textile (Usa), L.L.C.)
Cause. The Company may terminate the Executive’s employment for “Cause.” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his A termination for Cause (as defined below), effective as shall mean discharge by the Company by reason of the date of such notice. For purposes of this Agreement, “Cause” shall mean following: (i1) The Executive’s willful failure conviction of, or a plea of nolo contendere to, any act which constitutes a felony offense under applicable law in connection with the performance of the Executive’s obligations on behalf of the Company or which affects the Executive’s ability to substantially perform his duties the Executive’s obligations as an employee of the Company or under any subsidiary (other than any such failure resulting from incapacity due to physical employment agreement, non-competition agreement, confidentiality agreement or mental illness), (ii) any act of fraud, misappropriation, dishonesty, embezzlement like agreement or similar conduct against covenant between the Executive and the Company or any subsidiary, (iii) Executive’s conviction of, or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that which materially and adversely affects the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the reputation and business or reputation activities of the Company, ; (v2) the Executive’s willful misconduct in connection with the performance of the Executive’s duties and responsibilities as an employee of the Company; (3) the Executive’s commission of an act of embezzlement, fraud or dishonesty which results in a loss, damage or injury to the Company; (4) the Executive’s substantial and continuing gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreementas an employee of the Company; (5) the Executive’s knowing unauthorized use or unauthorized disclosure of any trade secret or confidential information of the Company which adversely affects the business of the Company; provided, (viii) that any disclosure of any trade secret or confidential information of the Company to a third party in the ordinary course of business who signs a confidentiality agreement shall not be deemed a breach of fiduciary duty and/or this subsection; (ix6) substance or alcohol abuse for which the Executive fails to undertake and maintain treatment within five (5) days after requested by the Company; (7) the Executive’s continuing material failure or refusal to perform the Executive’s duties in accordance with the terms of this Agreement; provided, that discharge pursuant to this subsection shall constitute discharge for cause only if the Executive has first received written notice from the President of the Company stating with specificity the nature of such failure or refusal and, if requested by the Executive within five (5) days thereafter, the Executive is afforded a reasonable opportunity to be heard before the Board; or (8) the Executive breaches a material breach by Executive of any of the terms and conditions provision of this Agreement or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (i), (ii), (v) or (ix), to the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written notice.
Appears in 3 contracts
Samples: Employment Agreement (Broadview Networks Holdings Inc), Employment Agreement (Broadview Networks Holdings Inc), Employment Agreement (Broadview Networks Holdings Inc)
Cause. The Company may Employer may, at its option, terminate Executive’s employment the Employment Term for “"Cause” " based on objective factors determined in good faith by providing a majority of the Board as set forth in a Notice of Termination (as defined in Section 7 below) that notifies to Executive of his specifying the reasons for termination for Cause (as defined below), effective as and the failure of the Executive to cure the same within ten (10) days after Employer shall have given the Notice of Termination; PROVIDED, HOWEVER, that in the event the Board in good faith determines that the underlying reasons giving rise to such determination cannot be cured, then the ten- (10) day period shall not apply and the Employment Term shall terminate on the date the Notice of such noticeTermination is given. For purposes of this Agreement, “"Cause” " shall mean (i) Executive’s willful failure to substantially perform his duties as an employee of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical or mental illness), (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, (iii) Executive’s 's conviction of, or plea of guilty or nolo contendere to a charge no contest plea to, or confession of commission guilt of, a felony or other crime involving moral turpitude; (ii) an act or omission by Executive in connection with his employment that constitutes fraud, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitudecriminal misconduct, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business or reputation of the Company, (v) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or duty, dishonesty, gross negligence, malfeasance, willful misconduct or other conduct that is materially harmful or detrimental to Employer; (ixiii) a material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant ; (iv) continuing failure to clause (i)perform such duties as are assigned to Executive by Employer in accordance with this Agreement, (ii), other than a failure resulting from a Disability; (v) Executive's knowingly taking any action on behalf of Employer or any of its affiliates without appropriate authority to take such action; (ix), to vi) Executive's knowingly taking any action in conflict of interest with Employer or any of its affiliates given Executive's position with Employer; and/or (vii) the extent such conduct is curable, unless the Company shall have notified commission of an act of personal dishonesty by Executive that involves personal profit in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written noticeconnection with Employer.
Appears in 3 contracts
Samples: Employment Agreement (Pharmaceutical Resources Inc), Employment Agreement (Pharmaceutical Resources Inc), Employment Agreement (Pharmaceutical Resources Inc)
Cause. The Company may terminate the Executive’s 's employment under this Agreement for “"Cause” by providing a Notice of Termination " (as defined hereinafter defined). "Cause" shall mean: (A) committing or participation in an injurious act of fraud, gross neglect, wilful misconduct, recklessness, embezzlement or dishonesty against the Company or any of its affiliates; (B) engaging in a criminal enterprise involving moral turpitude; (C) conviction of an act or acts (1) constituting a felony under the laws of the United States or any state thereof, or (2) if applicable, loss of any state or federal license required for the Executive to perform the Executive's material duties or responsibilities for the Company; provided however that this Section 7 below6.4(C)(2) shall not be applicable if such loss of license shall be a result of any actions or inactions outside the Executive's control; (D) habitual neglect of duty, gross incompetence, or wilful disobedience of the reasonable and lawful orders of the Board of Directors or the Company which are not inconsistent with the provisions of this Agreement or the Executive's duties and authority as provided in this Agreement; or (E) breach of or failure to observe any of the material terms or conditions of this Agreement. In the event that notifies the event constituting "Cause" is a criminal offense which the Executive contests by appropriate pleas and proceedings, then at the Company's option the Executive may be suspended from his office (and his compensation shall continue to be paid to him during the period of his termination such suspension). If the Executive is acquitted or the charges against him are withdrawn, then the Executive shall be restored to office. Upon any disposition of the Executive's case that is not an acquittal or withdrawal of charges, the Executive shall be deemed terminated for Cause (as defined below), effective as of the date of such notice. For purposes the crime, all compensation paid to him from the date of this Agreementhis suspension shall be forfeited and refunded by the Executive to the Company, “Cause” shall mean provided, however, that (i) the Executive’s willful failure to substantially perform his duties as an employee 's implementation in good faith of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical or mental illness), (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, (iii) Executive’s conviction of, or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that decisions made by the Board of Directors of or the Company shall not constitute "Cause," and (the “Board”ii) determines in good faith that such indictment would result in a material adverse impact if an event constituting "Cause" under Sections (A) (with respect to the business or reputation of the Company, (v) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (ineglect only), (ii), (vD) or (ix), to the extent such conduct E) is curable, unless then the Company shall have notified Executive in writing describing such conduct and Executive shall have failed the opportunity to cure such conduct the same within ten (10) business 30 days after his receipt of such written noticenotice from the Company setting forth the conduct committed in reasonable detail and that the Company intends to terminate the Executive for "Cause" if the breach is not timely cured.
Appears in 3 contracts
Samples: Employment Agreement (Silver State Vending Corp), Employment Agreement (Silver State Vending Corp), Employment Agreement (Silver State Vending Corp)
Cause. The Immediately upon written notice by the Company may terminate Executive’s employment for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies to the Executive of his a termination for Cause (as defined below), effective as of the date of such noticeCause. For purposes of this Agreement, “Cause” shall mean the Executive’s (i) Executive’s willful continued failure to substantially perform his duties as an employee follow the lawful and reasonable directives of the Company or any subsidiary Board after written notice from the Board and a period of no less than thirty (other than any 30) days to cure such failure resulting from incapacity due to physical or mental illness), failure; (ii) any act of fraud, misappropriation, dishonesty, embezzlement willful misconduct or similar conduct against the Company or any subsidiary, (iii) Executive’s conviction of, or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business or reputation of the Company, (v) Executive’s gross negligence in the performance of his the Executive’s duties; (iii) conviction of, or pleading of guilty or nolo contendere to, a non-vehicular felony; (iv) material violation of a material written Company or Parent policy that is not cured within fifteen (15) days of written notice from the Board; (v) performance of any material act of theft, embezzlement, fraud or misappropriation of or in respect of the Company’s property; (vi) Executive purposefully continued failure to cooperate in any audit or negligently makes (investigation of financial or has been found to have made) a false certification to business practices of the Company pertaining or Parent after written request for cooperation from the Board and a period of no less than ten (10) days to its financial statements, cure such failure; (vii) the habitual use commission of drugs any criminal act or habitualother act involving moral turpitude, excessive use of alcohol sexual harassment or drug violations (after an independent investigation concludes that such acts occurred and Executive has been presented with opportunity to the extent that any of such uses participate in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, investigation); (viii) commission of any willful act which brings public disrepute, contempt, scandal, or ridicule, or which shocks or offends the community or any group or class thereof, or which reflects unfavorably upon Company or Parent and, as a breach result of fiduciary duty and/or such act or involvement, reduces the commercial value of Company's or Parent’s association with Executive; (ix) a material willful actions (other than legal action or arbitration arising out of this Agreement) or making or authorizing statements in derogation of Company or Parent or their products and such actions or statements become public during the Term that result in damage to the business of the Company; or (x) breach by Executive of any of the terms restrictive covenants set forth in Section 10 hereof or in any other written agreement between the Executive and conditions the Company and/or its affiliates that causes material and demonstrable harm to the Company or Parent and that is not cured within fifteen (15) days of written notice from the Board (a “Material Covenant Violation”). For purposes of this Agreement Section 7(c), no act, or a material breach failure to act, on the part of any of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s representations action or omission was in this Agreementthe best interests of the Company. A termination will Any act, or failure to act, based upon (A) authority given pursuant to a resolution duly adopted by the Board or the board of directors of the Company or (B) the advice of counsel for the Company or Parent shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for “Cause” pursuant Cause unless and until there shall have been delivered to clause 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 (excluding the Executive, if the Executive is a member of the Board) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel for the Executive, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in one or more of clauses (i)) through (x) of the preceding paragraph, (ii), (v) or (ix), to and specifying the extent such conduct is curable, unless the Company shall have notified Executive particulars thereof in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written noticedetail.
Appears in 3 contracts
Samples: Employment Agreement (Trinseo S.A.), Employment Agreement (Trinseo S.A.), Employment Agreement (Trinseo S.A.)
Cause. The Company may terminate Executive’s employment for “Cause” by providing a ”, effective as of the date of the Notice of Termination (as defined in Section 7 6 below) that notifies ), subject to the payment by the Company to Executive of his the benefits provided in Section 7(a) hereof. A termination for Cause is a termination made because Executive has (A) committed an act of fraud or embezzlement against the Company or any affiliate thereof, an unauthorized disclosure of Confidential Information (as defined in Section 10 below), effective as ) of the date Company which disclosure results in material damage to the Company, or a breach of such notice. For purposes one or more of this Agreement, “Cause” shall mean the following duties to the Company which continues after written notice thereof and a reasonable opportunity to cure: (i1) the duty not to take actions which would reasonably be viewed by the Company as placing Executive’s willful failure interest in a position adverse to substantially perform his duties the interests of the Company, or (2) the duty not to engage in self-dealing with respect to the Company’s assets, properties or business opportunities; or (B) been convicted (or entered a plea of nolo contendere) for the commission of (1) a felony or (2) a crime involving fraud, dishonesty or moral turpitude; or (C) engaged in intentional misconduct as an employee of the Company Company, which misconduct or any subsidiary (other than any such failure resulting from incapacity due violation results in material damage to physical or mental illness), (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiaryits reputation and continues after written notice thereof and a reasonable opportunity to cure (if such misconduct is susceptible to cure by Executive), including, but not limited to (iii1) Executive’s conviction of, or plea intentional violations by Executive of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors written policies of the Company or specific directions of the Board or Chairman of the Board, which policies or directives are not illegal (the “Board”or do not involve illegal conduct) determines in good faith that such indictment would result in a material adverse impact nor do they require Executive to the violate reasonable business ethical standards, or reputation (2) intentional violations of the Company’s code of corporate conduct; or (D) failed, (v) after written notice from the Company to render services to the Company in accordance with this Agreement or Executive’s position and responsibilities with the Company in a manner that amounts to gross negligence neglect in the performance of his dutiesduties to the Company. The Company may suspend Executive, without pay, upon Executive’s indictment for the commission of (vi1) Executive purposefully a felony or negligently makes (2) a crime involving fraud, dishonesty or moral turpitude. Such suspension may remain effective until such time as the indictment is either dismissed or a verdict of not guilty has been found entered, at which time Executive shall be reinstated with the Company. Upon such reinstatement, Executive shall be entitled to have made) a false certification to payment by the Company pertaining of all Base Salary to its financial statements, (vii) which Executive would have otherwise been entitled to during the habitual use of drugs or habitual, excessive use of alcohol to the extent that any period of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (i), (ii), (v) or (ix), to the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written noticesuspension.
Appears in 3 contracts
Samples: Executive Employment Agreement (Ribapharm Inc), Executive Employment Agreement (Ribapharm Inc), Executive Employment Agreement (Ribapharm Inc)
Cause. The Company may terminate this Agreement and the Executive’s employment hereunder for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “Cause” shall mean mean: (i) any act of material insubordination on the part of the Executive’s willful failure ; (ii) the engaging by the Executive in misconduct, including but not limited to, any type of sexual harassment which is materially and demonstrably injurious to substantially perform his duties as an employee of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical of its divisions, subsidiaries or mental illness)affiliates, (ii) any act of fraud, misappropriation, dishonesty, embezzlement monetarily or similar conduct against the Company or any subsidiary, otherwise; (iii) Executive’s any conviction of, or plea of guilty or nolo contendere to, the Executive with respect to a charge of commission of, felony (other than a felony or crime involving moral turpitude, traffic violation); (iv) Executive’s indictment for a charge the commission (or attempted commission) of commission any act of a felony fraud or any crime involving moral turpitude, provided that dishonesty by the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact Executive which is materially detrimental to the business or reputation of the CompanyCompany or any of its divisions, subsidiaries or affiliates; or (v) ExecutiveExecutive engages in an act or series of acts constituting misconduct resulting in a misstatement of the Company’s gross negligence in financial statements due to material non-compliance with any financial reporting requirement within the performance meaning of his duties, (vi) Executive purposefully or negligently makes (or has been found Section 304 of The Sarbanes Oxley Act of 2002. The right of the Company to have made) a false certification terminate this Agreement for “Cause” shall be distinct from and shall not limit any remedies available under law to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) for a material breach by the Executive of any of the terms and conditions of his obligations under this Agreement or a material breach of any of Executive’s representations in this Agreement(“Material Breach”). A termination will for Cause shall not take effect unless there is compliance with the provisions of this paragraph. Executive shall be given written notice by the Company of its intention to terminate him for “Cause” pursuant , such notice (A) to clause state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (i), (ii), (vB) to be given within 90 days of the Company’s learning of such act or (ix)acts or failure or failures to act. Executive shall have 20 days after the date that such written notice has been given to him in which to cure such conduct, to the extent such conduct cure is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed possible. If he fails to cure such conduct conduct, Executive shall then be entitled to a hearing before the Board. Such hearing shall be held within ten (10) business 25 days after his receipt of such notice to Executive, provided he requests such hearing within 10 days of the written noticenotice from the Company of the intention to terminate him for Cause. If, within five days following such hearing, Executive is furnished written notice by the Board confirming that, in its judgment, grounds for Cause on the basis of the original notice exist, he shall thereupon be terminated for Cause.
Appears in 3 contracts
Samples: Employment Agreement (Infinity Property & Casualty Corp), Employment Agreement (Infinity Property & Casualty Corp), Employment Agreement (Infinity Property & Casualty Corp)
Cause. The Company may terminate Executive’s employment for “Cause” by providing a , effective as of the date of the Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below)Cause. “Cause” shall mean, effective as of the date of such notice. For for purposes of this Agreement, “Cause” shall mean : (i) the continued failure by Executive to use good faith efforts in the performance of Executive’s willful failure to substantially perform his duties as an employee of the Company or any subsidiary under this Agreement (other than any such failure resulting from incapacity due to physical Disability or mental illnessother allowable leave of absence), ; (ii) any act the criminal felony indictment (or non-U.S. equivalent) of fraudExecutive by a court of competent jurisdiction; (iii) the engagement by Executive in misconduct that has caused, misappropriationor, dishonestyis reasonably likely to cause, embezzlement material harm (financial or similar conduct against otherwise) to the Company or any subsidiaryof its affiliates; such harm may be caused by, without limitation, (iiiA) Executive’s conviction ofthe unauthorized disclosure of material secret or Confidential Information (as defined in Section 10(d) below) of the Company or any of its affiliates, (B) the debarment of the Company or any of its affiliates by the U.S. Food and Drug Administration or any successor agency (the “FDA”) or any non-U.S. equivalent, or plea (C) the registration of guilty the Company or nolo contendere any of its affiliates with the U.S. Drug Enforcement Administration of any successor agency (the “DEA”) to a charge of commission of, a felony or crime involving moral turpitude, be revoked; (iv) Executive’s indictment for a charge the debarment of commission of a felony or any crime involving moral turpitude, provided that Executive by the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business or reputation of the Company, FDA; (v) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a continued material breach by Executive of any this Agreement; or (vi) Executive makes, or is found to have made, a certification relating to the Company’s financial statements and public filings that is known to Executive to be false. Notwithstanding the foregoing, prior to having Cause for Executive’s termination (other than as described in clauses (ii) and (iv) above), the Company must deliver a written demand to Executive which specifically identifies the conduct that may provide grounds for Cause within ninety (90) calendar days of the terms and conditions Company’s actual knowledge of this Agreement such conduct, events or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (i)circumstances, (ii), (v) or (ix), to the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall must have failed to cure such conduct (if curable) within ten thirty (1030) business days after his receipt such demand. References to the Company in subsections (i) through (vi) of such written noticethis paragraph shall also include affiliates of the Company.
Appears in 3 contracts
Samples: Employment Agreement, Release Agreement (Endo International PLC), Release Agreement (Endo International PLC)
Cause. The Company may terminate Executive’s employment for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “Cause” shall mean means (i) Executivethe Employee shall have breached in any material respect this Agreement; (ii) the Employee’s willful commission of a felony or violation of any law involving moral turpitude, dishonesty, disloyalty or fraud; (iii) any failure by the Employee to substantially perform his duties as an employee comply with any written rule, regulation, policy or procedure of the Company or its Subsidiaries applicable to the Employee, which noncompliance could reasonably be expected to have a material adverse effect on the business of the Company or any subsidiary Subsidiary; (other than iv) any such failure resulting from incapacity due by the Employee to physical comply with the Company’s or mental illness), its Subsidiaries’ policies with respect to xxxxxxx xxxxxxx applicable to the Employee; (iiv) a willful material misrepresentation at any time by the Employee to any member of the Board or any director or superior executive officer of the Company or its Subsidiaries; (vi) the Employee’s willful failure or refusal to comply with any of his material obligations hereunder or a reasonable and lawful instruction of the Board or the person to whom the Employee reports; or (vii) commission by the Employee of any act of fraudfraud or gross negligence in the course of his Service hereunder or any other action by the Employee, misappropriation, dishonesty, embezzlement or similar conduct against in either case that is determined to be materially detrimental to the Company or any subsidiaryof its Subsidiaries (which determination, in the case of gross negligence or such other action, shall be made by the Company in its reasonable discretion); provided that, except for any willful or grossly negligent acts or omissions, the commission of any act or omission described in clause (i) or (iii) Executive’s conviction ofthat is capable of being cured shall not constitute Cause hereunder unless and until the Employee, or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors of after written notice from the Company (to him specifying the “Board”) determines in good faith that circumstances giving rise to Cause under such indictment would result in a material adverse impact to the business or reputation of the Companyclause, (v) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (i), (ii), (v) or (ix), to the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure such conduct act or omission to the reasonable satisfaction of the Company within ten (10) 10 business days after his receipt of such written notice; and provided further, that the Employee’s Service shall be deemed to have terminated for Cause if, after the Employee’s Service has terminated, facts and circumstances are discovered that would have justified a termination for Cause.
Appears in 2 contracts
Samples: And Severance Agreement (CIFC Corp.), Non Disclosure, Non (CIFC Corp.)
Cause. The Company may terminate Executive’s employment for “Cause” by providing a Cause (as defined below), effective as of the date of the Notice of Termination (as defined in Section 7 below) that notifies Executive of his Executive’s termination for Cause (as defined below)Cause. “Cause” shall mean, effective as of the date of such notice. For for purposes of this Agreement, “Cause” shall mean : (i) Executive’s willful the continued failure by Executive to substantially perform his Executive’s duties as an employee of the Company or any subsidiary under this Agreement (other than any such failure resulting from incapacity due to physical Disability or mental illnessother allowable leave of absence), ; (ii) any act the criminal felony indictment (or non-U.S. equivalent) of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, Executive by a court of competent jurisdiction; (iii) Executive’s conviction ofthe engagement by Executive in misconduct that has caused, or, is reasonably likely to cause, material harm (financial or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (ivotherwise) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business Company, including (A) the unauthorized disclosure of material secret or reputation Confidential Information (as defined in Section 10(d) below) of the Company, (B) the debarment of the Company by the U.S. Food and Drug Administration or any successor agency (the “FDA”) or any non-U.S. equivalent, or (C) the registration of the Company with the U.S. Drug Enforcement Administration of any successor agency (the “DEA”) being revoked; (iv) the debarment of Executive by the FDA; (v) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a continued material breach by Executive of this Agreement; (vi) any of the terms and conditions of this Agreement or a material breach by Executive of a Company policy; (vii) any breach by Executive of a Company policy related to sexual or other types of harassment or abusive conduct; or (viii) Executive making, or being found to have made, a certification relating to the Company’s financial statements and public filings that is known to Executive to be false. Notwithstanding the foregoing, prior to having Cause for Executive’s representations termination (other than as described in this Agreement. A termination will not be for “Cause” pursuant to clause (i), clauses (ii), (viv) or and (ixvii) above), to the extent such conduct is curable, unless the Company shall have notified must deliver a written demand to Executive in writing describing which specifically identifies the conduct that may provide grounds for Cause within ninety (90) calendar days of the Company’s actual knowledge of such conduct conduct, events or circumstances, and Executive shall must have failed to cure such conduct (if curable) within ten thirty (1030) business days after his receipt such demand. References to the Company in subsections (i) through (viii) of such written noticethis paragraph shall also include affiliates of the Company.
Appears in 2 contracts
Samples: Release Agreement (Endo International PLC), Release Agreement (Endo International PLC)
Cause. The Company may shall be entitled to terminate the Executive’s employment for “Cause.” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “Cause” shall mean that the Executive (i) Executive’s willful failure pleads “guilty” or “no contest” to substantially perform his duties or is convicted of an act which is defined as an employee of the Company a felony under federal or any subsidiary (other than any such failure resulting from incapacity due to physical state law or mental illness), (ii) any engages in willful misconduct that could reasonably be expected to harm the Company’s business or its reputation. For this purpose, an act or failure to act shall be considered “willful misconduct” only if done, or omitted to be done, by the Executive in bad faith and without a reasonable belief that such act or failure to act was in the best interests of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company. The Executive’s employment with the Company or any subsidiary, (iii) Executive’s conviction of, or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment shall not be terminated for a charge of commission of a felony or any crime involving moral turpitude, provided that Cause unless he has been given written notice by the Board of Directors its intention to so terminate his employment (a “Preliminary Notice of Cause”), such notice (i) to state in detail the Company particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (the “Board”ii) determines in good faith that such indictment would result in a material adverse impact to the business or reputation be given within six months of the Company, (v) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with learning of such acts or failures to act. The Executive shall have ten days after the performance date that the Preliminary Notice of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations Cause is given in this Agreement. A termination will not be for “Cause” pursuant which to clause (i), (ii), (v) or (ix)cure such conduct, to the extent such conduct cure is curable, unless possible. If the Company shall have notified Executive in writing describing such conduct and Executive shall have failed fails to cure such conduct, the Executive shall be entitled to a hearing before the Board, and to be accompanied by his counsel, at which he shall be entitled to contest the Board’s findings. Such hearing shall be held within 15 days of notice to the Company by the Executive, provided he requests such hearing within 20 days of the Preliminary Notice of Cause. If the Executive fails to request such hearing within the 20-day period specified in the preceding sentence, his employment shall be terminated for Cause effective upon the expiration of such period, and the Preliminary Notice of Cause shall be deemed to constitute a Notice of Termination. If the Executive requests such hearing and, within 10 days following such hearing, the Executive is furnished with a copy of a resolution, duly adopted by the affirmative vote of a majority of the members of the Board (excluding the Executive), finding that in the good-faith opinion of the Board, the Executive was guilty of the conduct within ten (10) business days after constituting Cause as specified in the Preliminary Notice of Cause, the Executive’s employment shall be terminated for Cause upon his receipt of such written noticeresolution, and such resolution shall be deemed to constitute a Notice of Termination. Any such resolution shall be accompanied by a certificate of the Secretary or another appropriate officer of the Company which shall state that such resolution was duly adopted by the affirmative vote of a majority of the members of the Board (excluding the Executive) at a duly convened meeting called for such purpose.
Appears in 2 contracts
Samples: Employment Agreement (Abercrombie & Fitch Co /De/), Employment Agreement (Abercrombie & Fitch Co /De/)
Cause. The Company may shall have the right to terminate Executive’s employment for “Cause” by providing , and such termination in and of itself shall not be, nor shall it be deemed to be, a Notice breach of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such noticethis Agreement. For purposes of this Agreement, “Cause” shall mean (i) Executive’s willful failure habitual drug or alcohol use which impairs the ability of Executive to substantially perform his duties as an employee of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical or mental illness), hereunder; (ii) any act Executive’s conviction during the Employment Period by a court of fraudcompetent jurisdiction, misappropriation, dishonesty, embezzlement or similar conduct against a pleading of “no contest” or guilty to a felony or the Company or any subsidiary, equivalent if outside the United States; (iii) Executive’s conviction engaging in fraud, embezzlement or any other illegal conduct with respect to the Company which acts are materially harmful to, either financially, or to the business reputation of, the Company or plea any other member of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, the Group; (iv) Executive’s indictment for a charge Executive willfully violating the Restrictive Covenants set forth in Section 9 of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business or reputation of the Company, this Agreement; (v) Executive’s gross negligence willful failure or refusal to perform his duties hereunder (other than such failure caused by Executive’s Disability or while on vacation), after a written demand for performance is delivered to Executive by the Board that specifically identifies the manner in which the performance of Board believes that Executive has failed or refused to perform his duties, ; (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that otherwise breaches any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions provision of this Agreement or any Group policies related to conduct which is not cured, if curable, within 10 days after written notice thereof; or (vii) Executive’s willful misconduct which is directly related to the employment relationship and which has a material breach and detrimental effect on the Company or the Group. No act or failure to act by Executive shall be deemed “willful” unless done, or omitted to be done, (i) by Executive not in good faith and (ii) without a reasonable belief that his action or omission was in the best interest of any of Executive’s representations in this Agreementthe Company. A termination However, acts or failures to act will not be for deemed to be “Causewillful” pursuant if Executive is specifically directed to clause take (i), (ii), (vor not take) or (ix), to such action by the extent such conduct is curableBoard, unless Executive in good faith believes such directives are illegal and Executive promptly notifies the Board thereof. The Company shall have notified the right to suspend Executive with pay in writing describing order to investigate any event which it reasonably believes may provide a basis to terminate Executive’s employment for Cause and such conduct and action shall not give Executive shall have failed Good Reason to cure such conduct within ten (10) business days after terminate his receipt of such written noticeemployment.
Appears in 2 contracts
Samples: Employment Agreement (Max Capital Group Ltd.), Employment Agreement (Max Capital Group Ltd.)
Cause. The Company may terminate Executive’s employment for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “Cause” shall mean means (i) Executive’s a willful failure by Executive to substantially perform his Executive’s duties as an employee of the Company or any subsidiary (employee, other than any such a failure resulting from the Executive’s complete or partial incapacity due to physical or mental illness)illness or impairment, (ii) any a willful act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiaryby Executive that constitutes misconduct, (iii) circumstances where Executive intentionally or negligently imparts material confidential information relating to the Company or its business to competitors or to other third parties other than in the course of carrying out Executive’s conviction of, or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitudeduties, (iv) Executive’s indictment for a charge of commission material violation by Executive of a felony federal or any crime involving moral turpitude, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact state law or regulation applicable to the business or reputation of the Company, (v) Executivea willful violation of a material Company employment policy or the Company’s gross negligence in the performance of his dutiesxxxxxxx xxxxxxx policy, (vi) any act or omission by Executive purposefully constituting dishonesty (other than a good faith expense account dispute) or negligently makes (or has been found to have made) a false certification fraud, with respect to the Company pertaining or any of its affiliates, which is injurious to the financial condition of the Company or any of its financial statementsaffiliates or is injurious to the business reputation of the Company or any of its affiliates, (vii) Executive’s failure to cooperate with the habitual use of drugs Company in connection with any actions, suits, claims, disputes or habitual, excessive use of alcohol to grievances against the extent that Company or any of its officers, directors, employees, stockholders, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns, whether or not such uses in the Board’s good faith determination materially interferes with the performance of cooperation would be adverse to Executive’s duties under this Agreementown interest, or (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreementconviction or plea of guilty or no contest to a felony. A termination will Executive shall not be for considered to have committed an act included in the definition of “Cause” pursuant above if Executive fails to clause meet performance goals established by the Company’s Board of Directors or if Executive otherwise fails to meet the performance expectations of the Company’s Board of Directors (as opposed to any act of misconduct described above in the definition of Cause). With respect to clauses (i), (ii), (v) or (ixiii),(iv), to (v), (vi), and (vii), the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed be given thirty (30) days to cure such conduct within ten (10) business days misconduct after his receipt notice from the Company of the specific facts of such written noticemisconduct and the specific steps necessary to cure such misconduct. Any determination of Cause shall be made by a majority of the Board of Directors after giving the Executive the opportunity to present to the Board of Directors with Executive’s counsel.
Appears in 2 contracts
Samples: Severance and Change of Control Agreement (Phoenix Technologies LTD), Severance and Change of Control Agreement (Phoenix Technologies LTD)
Cause. The Company may terminate Executive’s employment for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For “Cause” shall mean, for purposes of this Agreement, “Cause” shall mean : (ia) the continued failure by Executive to use good faith efforts in the performance of Executive’s willful failure to substantially perform his duties as an employee of the Company or any subsidiary under this Agreement (other than any such failure resulting from incapacity due Disability or other allowable leave of absence); (b) the criminal felony indictment of Executive by a court of competent jurisdiction; (c) the engagement by Executive in misconduct that has caused, or, is reasonably likely to physical cause, material harm (financial or mental illness)otherwise) to the Company or its affiliates; such harm may be caused by, without limitation, (i) the unauthorized disclosure of material secret or Confidential Information (as defined in Section 10(d) below) of the Company or any of its affiliates, (ii) any act the debarment of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiaryof its affiliates by the U.S. Food and Drug Administration or any successor agency (the “FDA”) or any non-U.S. equivalent, or (iii) Executive’s conviction of, or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors registration of the Company or any of its affiliates with the U.S. Drug Enforcement Administration of any successor agency (the “BoardDEA”) determines in good faith that such indictment would result in a material adverse impact to the business or reputation of the Company, be revoked; (v) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (viid) the habitual use debarment of drugs or habitual, excessive use of alcohol to Executive by the extent that any of such uses in FDA; (e) the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a continued material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreement, or (f) Executive makes, or is found to have made, a certification relating to the Company’s financial statements and public filings that is known to Executive to be false. A termination will not be for Notwithstanding the foregoing, prior to having “Cause” pursuant to clause for Executive’s termination (iother than as described in clauses (b) and (d) above), (ii), (v) or (ix), to the extent such conduct is curable, unless the Company shall have notified must deliver a written demand to Executive in writing describing which specifically identifies the conduct that may provide grounds for Cause within ninety (90) calendar days of the Company’s actual knowledge of such conduct conduct, events or circumstances, and Executive shall must have failed to cure such conduct (if curable) within ten thirty (1030) business days after his receipt such demand. References to the Company in subsections (a) through (f) of such written noticethis paragraph shall also include affiliates of the Company.
Appears in 2 contracts
Samples: Matched Performance Award Agreement (Endo International PLC), Release Agreement (Endo International PLC)
Cause. The Company may terminate Executive’s employment for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “Cause” shall mean mean: (i) Executive’s willful breach of a material term, covenant, obligation or provision of or under this Agreement (including any attachments hereto) or Executive’s failure or refusal to substantially perform his material duties as an employee of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical or mental illness), and responsibilities under this Agreement; (ii) Executive’s material failure to act subject to and in accordance with any act proper and lawful specific direction of fraud, misappropriation, dishonesty, embezzlement the Board or similar conduct against the Company or any subsidiary, internal rules and policies established by the Company; (iii) Executive’s conviction ofengagement in gross misconduct, fraud, dishonesty, insubordination, or plea act of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, which is, in each case, materially injurious to the Company in the reasonable determination of the Board; (iv) Executive’s indictment for a charge alcohol or drug use which adversely impairs Executive’s performance of commission of a felony Executive’s duties and obligations under this Agreement or any crime involving moral turpitude, provided that adversely impacts the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business or reputation of the Company, ; or (v) Executive’s gross negligence in violation of any material statute governing the performance business of his dutiesthe Company, (vi) Executive purposefully or negligently makes (of any material rules or has been found to have made) a false certification to regulations promulgated by any regulatory body governing the Company pertaining or its business. Termination of Executive's employment shall not be deemed to its financial statementsbe for Cause unless and until the Company provides written notice, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in after a reasonable determination from the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by notifying Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations that he has engaged in conduct described in this Agreementprovision. A termination will Except for a failure, breach, or refusal which, by its nature, cannot reasonably be for “Cause” pursuant expected to clause (i)be cured, (ii), (v) or (ix), to the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt from the delivery of such written noticenotice by the Company within which to cure any acts constituting Cause and shall be given an opportunity, together with counsel, to be heard before the Board during such period; provided however, that, if the Company reasonably expects irreparable injury from a delay of ten (10) business days, the Company may give Executive notice of such shorter period within which to cure as is reasonable under the circumstances, which may include the termination of Executive's employment without notice and with immediate effect. For purposes of this provision, any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for 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, and not a basis for a termination for Cause.
Appears in 2 contracts
Samples: Employment Agreement (Ikonics Corp), Employment Agreement (Ikonics Corp)
Cause. The Company may terminate this Agreement and the Executive’s employment hereunder for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “Cause” shall mean mean: (i) any act of material insubordination on the part of the Executive’s willful failure ; (ii) the engaging by the Executive in misconduct, including but not limited to, any type of sexual harassment which is materially and demonstrably injurious to substantially perform his duties as an employee of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical of its divisions, subsidiaries or mental illness)affiliates, (ii) any act of fraud, misappropriation, dishonesty, embezzlement monetarily or similar conduct against the Company or any subsidiary, otherwise; (iii) Executive’s any conviction of, or plea of guilty or nolo contendere to, the Executive with respect to a charge of commission of, felony (other than a felony or crime involving moral turpitude, traffic violation); (iv) Executive’s indictment for a charge the commission (or attempted commission) of commission any act of a felony fraud or any crime involving moral turpitude, provided that dishonesty by the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact Executive which is materially detrimental to the business or reputation of the CompanyCompany or any of its divisions, subsidiaries or affiliates; (v) Executivethe engaging by the Executive in an act or series of acts constituting misconduct resulting in a misstatement of the Company’s gross negligence in financial statements due to material non-compliance with any financial reporting requirement within the performance meaning of his duties, Section 304 of The Sarbanes Oxley Act of 2002; (vi) Executive purposefully the Executive’s breach of any of the covenants set forth in Article IV of this Agreement; or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use Executive’s refusal to follow reasonable and lawful directives of drugs the Board of Directors or habitual, excessive use the Chief Executive Officer without a valid reason for such refusal. The right of alcohol the Company to terminate this Agreement for “Cause” shall be distinct from and shall not limit any remedies available under law to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) Company for a material breach by the Executive of any of the terms and conditions of his obligations under this Agreement or a material breach of any of Executive’s representations in this Agreement(“Material Breach”). A termination will for Cause shall not take effect unless there is compliance with the provisions of this paragraph. Executive shall be given written notice by the Company of its intention to terminate him for “Cause” pursuant , such notice (A) to clause state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (i), (ii), (vB) to be given within 90 days of the Company's learning of such act or (ix)acts or failure or failures to act. Executive shall have 20 days after the date that such written notice has been given to him in which to cure such conduct, to the extent such conduct cure is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed possible. If he fails to cure such conduct conduct, Executive shall then be entitled to a hearing before the Board of Directors (the “Board”). Such hearing shall be held within ten (10) business 25 days after his receipt of such notice to Executive, provided he requests such hearing within 10 days of the written noticenotice from the Company of the intention to terminate him for Cause. If, within five days following such hearing, Executive is furnished written notice by the Board confirming that, in its judgment, grounds for Cause on the basis of the original notice exist, he shall thereupon be terminated for Cause.
Appears in 2 contracts
Samples: Employment Agreement (Infinity Property & Casualty Corp), Employment Agreement (Infinity Property & Casualty Corp)
Cause. The Company may at any time by written notice to the Executive terminate Executive’s employment the Agreement for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below)) and, effective as of upon such termination, this Agreement shall terminate and the date of Executive shall be entitled to receive no further amounts or benefits hereunder, except for any Base Salary earned but not paid prior to such noticetermination and any other amounts required to be paid under applicable law. For the purposes of this Agreement, “Cause” shall mean means: (i) continued neglect by the Executive of the Executive’s willful failure to substantially perform his duties as an employee of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical or mental illness)hereunder, (ii) any act of fraud, misappropriation, dishonesty, embezzlement continued incompetence or similar conduct against the Company or any subsidiaryunsatisfactory attendance, (iii) Executive’s conviction of, or plea of guilty or nolo contendere to a charge of commission ofto, a felony or crime involving moral turpitudeany felony, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors violation of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact rules, regulations, procedures or instructions relating to the business or reputation conduct of employees, directors, officers and/or consultants of the Company, (v) Executive’s gross negligence willful misconduct by the Executive in connection with the performance of his dutiesany material portion of the Executive’s duties hereunder, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification breach of fiduciary obligation owed to the Company pertaining to its financial statementsor commission of any act of fraud, embezzlement, disloyalty or defalcation, or usurpation of a Company opportunity, (vii) the habitual use breach of drugs or habitual, excessive use any provision of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, including any non-competition, non-solicitation and/or confidentiality provisions hereof, (viii) any act that has a breach material adverse effect upon the reputation of fiduciary duty and/or the public confidence in the Company, (ix) failure to comply with a reasonable order, policy or rule that constitutes material breach insubordination, (x) engaging in any discriminatory or sexually harassing behavior, or (xi) using, possessing or being impaired by Executive or under the influence of illegal drugs or the abuse of controlled substances or alcohol on the premises of the Company or any of its subsidiaries or affiliates or while working or representing the terms and conditions of this Agreement Company or a material breach of any of Executive’s representations in this Agreementits subsidiaries or affiliates. A termination will not be for “Cause” pursuant to clause Cause by the Company for any or the events described in clauses (i), (ii), (v) or iv), and (ix)) shall only be effective on fifteen (15) days advance written notification, providing Executive the opportunity to cure, if reasonably capable of cure within said 15-day period; provided, however, that no such notification is required if the extent such conduct Cause event is curable, unless not reasonably capable of cure or the Company shall have notified Board determines that its fiduciary obligation requires it to effect a termination of Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written noticefor Cause immediately.
Appears in 2 contracts
Samples: Employment Agreement (Alj Regional Holdings Inc), Employment Agreement (Alj Regional Holdings Inc)
Cause. The Company may shall be entitled to terminate the Executive’s 's employment for “"Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. ." For purposes of this Agreement, “"Cause” " shall mean that the Executive (i) Executive’s willful failure pleads "guilty" or "no contest" to substantially perform his duties or is convicted of an act which is defined as an employee of the Company a felony under federal or any subsidiary (other than any such failure resulting from incapacity due to physical state law, or mental illness), (ii) any engages in willful misconduct which could reasonably be expected to harm the Company's business or its reputation. For this purpose, an act or failure to act shall be considered "willful misconduct" only if done, or omitted to be done, by the Executive in bad faith and without a reasonable belief that such act or failure to act was in the best interests of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company. The Executive's employment with the Company or any subsidiary, (iii) Executive’s conviction of, or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment shall not be terminated for a charge of commission of a felony or any crime involving moral turpitude, provided that Cause unless he has been given written notice by the Board of Directors its intention to so terminate his employment (a "Preliminary Notice of Cause"), such notice (i) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (ii) to be given within six months of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business or reputation of the Company, (v) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any 's learning of such uses acts or failures to act. The Executive shall have ten days after the date that the Preliminary Notice of Cause is given in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant which to clause (i), (ii), (v) or (ix)cure such conduct, to the extent such conduct cure is curable, unless possible. If the Company shall have notified Executive in writing describing such conduct and Executive shall have failed fails to cure such conduct, the Executive shall be entitled to a hearing before the Board, and to be accompanied by his counsel, at which he shall be entitled to contest the Board's findings. Such hearing shall be held within 15 days of notice to the Company by the Executive, provided he requests such hearing within 30 days of the Preliminary Notice of Cause. If the Executive fails to request such hearing within the 30-day period specified in the preceding sentence, his employment shall be terminated for Cause effective upon the expiration of such period, and the Preliminary Notice of Cause shall be deemed to constitute a Notice of Termination. If the Executive requests such hearing and, within 10 days following such hearing, the Executive is furnished with a copy of a resolution, duly adopted by the affirmative vote of a majority of the members of the Board, finding that in the good-faith opinion of the Board, the Executive was guilty of the conduct within ten (10) business days after constituting Cause as specified in the Preliminary Notice of Cause, the Executive's employment shall be terminated for Cause upon his receipt of such written noticeresolution, and such resolution shall be deemed to constitute a Notice of Termination. Any such resolution shall be accompanied by a certificate of the Secretary or another appropriate officer of the Company which shall state that such resolution was duly adopted by the affirmative vote of a majority of the members of the Board at a duly convened meeting called for such purpose.
Appears in 2 contracts
Samples: Employment Agreement (Abercrombie & Fitch Co /De/), Employment Agreement (Abercrombie & Fitch Co /De/)
Cause. The Company may terminate Executive’s employment for “Cause” by providing a ”, effective as of the date of the Notice of Termination (as defined in Section 7 6 below) that notifies ), subject to the payment by the Company to Executive of his the benefits provided in Section 7(a) hereof. A termination for Cause is a termination made because Executive has (A) committed an act of fraud or embezzlement against the Company or any affiliate thereof, a knowing and willful unauthorized disclosure of Confidential Information (as defined in Section 10 below), effective as ) of the date Company which disclosure results in material damage to the Company, or a breach of such notice. For purposes one or more of this Agreement, “Cause” shall mean the following duties to the Company which continues after written notice thereof specifying the particular events or conditions which constitute the alleged breach and the specific cure requested by the Company and a reasonable opportunity to cure: (i1) the duty not to take actions which would reasonably be viewed by the Company as placing Executive’s willful failure interest in a position adverse to substantially perform his duties the interests of the Company, or (2) the duty not to engage in self-dealing with respect to the Company’s assets, properties or business opportunities; or (B) been convicted (or entered a plea of nolo contendere) for the commission of (1) a felony or (2) a crime involving fraud, dishonesty or moral turpitude; or (C) engaged in intentional misconduct as an employee of the Company Company, which misconduct or any subsidiary (other than any such failure resulting from incapacity due violation results in material damage to physical or mental illness), (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiaryits reputation and continues after written notice thereof specifying the particular events or conditions which constitute the alleged misconduct or violation and the specific cure requested by the Company and a reasonable opportunity to cure (if such misconduct is susceptible to cure by Executive), including, but not limited to (iii1) Executive’s conviction of, or plea intentional violations by Executive of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors written policies of the Company or specific directions of the Board or Chairman of the Board, which policies or directives are not illegal (the “Board”or do not involve illegal conduct) determines in good faith that such indictment would result in a material adverse impact and do not require Executive to the violate reasonable business ethical standards, or reputation (2) intentional violations of the Company’s code of corporate conduct; or (D) failed, (v) after written notice from the Company to render services to the Company in accordance with this Agreement or Executive’s position and responsibilities with the Company in a manner that amounts to gross negligence neglect in the performance of his dutiesduties to the Company. The Company may suspend Executive, without pay, upon Executive’s indictment for the commission of (vi1) Executive purposefully a felony or negligently makes (2) a crime involving fraud, dishonesty or moral turpitude. Such suspension may remain effective until such time as the indictment is either dismissed or a verdict of not guilty has been found entered, at which time Executive shall be reinstated with the Company. Upon such reinstatement, Executive shall be entitled to have made) a false certification to payment by the Company pertaining of all Base Salary to its financial statements, (vii) which Executive would have otherwise been entitled to during the habitual use of drugs or habitual, excessive use of alcohol to the extent that any period of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (i), (ii), (v) or (ix), to the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written noticesuspension.
Appears in 2 contracts
Samples: Executive Employment Agreement (Ribapharm Inc), Executive Employment Agreement (Ribapharm Inc)
Cause. The Company may terminate Executive’s employment for “Wherever reference is made in this Agreement to termination being with or without Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “Cause” shall mean mean: (i) the Executive repeatedly refuses or fails to perform any of the Executive’s willful failure duties and responsibilities as determined from time to substantially perform his duties as an employee time by the Company, including, without limitation: (a) the Executive’s persistent neglect of duty or chronic unapproved absenteeism (other than for a temporary or permanent disability) which remains uncured to the reasonable satisfaction of the Company following thirty (30) days’ written notice from the Company of such alleged fault; and (b) the Executive’s refusal to comply with any lawful directive or any subsidiary policy of the Company which refusal is not cured by the Executive within thirty (other 30) days of such written notice from the Company; provided, that the Company shall not be required to give the Executive more than any such failure resulting from incapacity due two cure periods with respect to physical or mental illnessthis clause (i), ; (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, Executive acts (iiiincluding a failure to act) Executive’s conviction of, or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business manner which constitutes gross and willful misconduct or reputation of the Company, (v) Executive’s gross negligence in the performance of his the Executive’s duties; (iii) the Executive commits a material act of fraud, personal dishonesty or misappropriation relating to the Company or its affiliates; (iv) the Executive commits a material act of dishonesty, embezzlement, unauthorized use or disclosure of Confidential Information or other intellectual property or trade secrets, common law fraud or other fraud with respect thereto; (v) a breach by the Executive of a material provision of this Agreement or any other written agreement with the Company; (vi) Executive purposefully the Executive’s indictment for or negligently makes conviction (or has been found to have madethe entry of a plea of a nolo contendere or equivalent plea) in a false certification to the Company pertaining to its financial statements, court of competent jurisdiction of a felony or any misdemeanor involving material dishonesty or moral turpitude; or (vii) the Executive’s habitual use of drugs or habitualrepeated misuse of, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the or habitual or repeated performance of the Executive’s duties under this Agreementthe influence of, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement alcohol or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (i), (ii), (v) or (ix), to the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written noticecontrolled substances.
Appears in 2 contracts
Samples: Employment Agreement (Archipelago Learning, Inc.), Employment Agreement (Archipelago Learning, Inc.)
Cause. The Company may terminate Executive’s employment for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “Cause” shall mean that one or more of the following has occurred: (i) Executive’s willful failure to substantially perform his duties as an employee the Executive is convicted of the Company a felony or any subsidiary (other than any such failure resulting from incapacity due to physical or mental illness), (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, (iii) Executive’s conviction of, or plea of pleads guilty or nolo contendere to a charge felony (whether or not with respect to the Company or any of commission ofits affiliates); (ii) a failure of the Executive to substantially perform his responsibilities and duties to the Company which, a felony to the extent curable, is not remedied within 10 days after the Executive’s receipt of written notice given by any member of the Board identifying the failure in reasonable detail and granting the Executive an opportunity to cure such failure within such 10 day period; (iii) the failure of the Executive to carry out or crime involving moral turpitudecomply with any lawful and reasonable directive of the Board (or any committee of the Board), which, to the extent curable, is not remedied within 10 days after the Executive’s receipt of written notice given by or on behalf of the Company identifying the failure in reasonable detail and granting the Executive an opportunity to cure such failure within such 10 day period; (iv) Executive’s indictment for a charge of commission of a felony or the Executive engages in illegal conduct, any crime involving moral turpitude, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business or reputation of the Company, (v) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ixif any), any act of material dishonesty or other misconduct, in each case in this clause (iv), against the Company or any of its affiliates; (v) a material violation or willful breach by the Executive of any of the terms and conditions policies or procedures of this Agreement the Company, including, without any limitation, any employee manual, handbook or a material breach code of any conduct of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (i), (ii), (v) or (ix)the Company which, to the extent such conduct is curable, unless is not remedied within 10 days after the Executive’s receipt of written notice given by or on behalf of the Company shall have notified identifying the violation or breach in reasonable detail and granting the Executive in writing describing such conduct and Executive shall have failed an opportunity to cure such conduct violation or breach within ten such 10 day period; (10vi) business the Executive fails to meet any material obligation the Executive may have under any agreement entered into with the Company which, to the extent curable, is not remedied within 10 days after his the Executive’s receipt of written notice given by any member of the Company identifying the failure in reasonable detail and granting the Executive an opportunity to cure such written noticefailure within such 10 day period; (vii) the Executive’s failure to maintain any required applicable license, permit or card required by the federal or state authorities or a political subdivision or agency thereof (or the suspension, revocation or denial of such license, permit or card); or (viii) the Executive’s breach of any non-compete, non-solicit, confidentiality or other restrictive covenant to which the Executive may be subject, pursuant to an employment agreement or otherwise.
Appears in 2 contracts
Samples: Employment Agreement (Hycroft Mining Holding Corp), Employment Agreement (Hycroft Mining Holding Corp)
Cause. The Company may terminate Executive’s employment for “Cause” for termination shall mean a determination by providing a Notice the Board of Termination (as defined Directors in Section 7 below) good faith that notifies Executive of his termination for Cause (as defined below), effective as any of the date of such notice. For purposes of this Agreement, “Cause” shall mean following events has occurred: (i) Executive’s willful failure to substantially perform his duties as an employee indictment of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical or mental illness), (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, (iii) Executive’s conviction Executive of, or the conviction or entry of a plea of guilty or nolo contendere by the Executive to a charge of commission ofany felony, a felony or crime any misdemeanor involving moral turpitude, ; (ivii) Executive’s indictment for the Executive engaging in conduct which constitutes a charge of commission material breach of a felony fiduciary duty or any crime involving moral turpitudeduty of loyalty, provided that the Board including without limitation, misappropriation of Directors funds or property of the Company REIT, DiamondRock Hospitality Limited Partnership (the “BoardOperating Partnership”) determines in good faith that such indictment would result in a material adverse impact and their subsidiaries (the REIT, the Operating Partnership and their subsidiaries are hereinafter referred to as the business “DiamondRock Group”) other than an occasional and de minimis use of Company property for personal purposes; (iii) the Executive's willful failure or reputation of the Company, (v) Executive’s gross negligence in the performance of his dutiesassigned duties for the DiamondRock Group, which failure or gross negligence continues for more than 5 days following the Executive's receipt of written or electronic notice of such willful failure or gross negligence from the Board of Directors; (viiv) any act or omission of the Executive purposefully that has a demonstrated and material adverse impact on the DiamondRock Group's reputation for honesty and fair dealing or negligently makes (or has been found any other conduct of the Executive that would reasonably be expected to have made) a false certification result in injury to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any reputation of the terms and conditions of this Agreement DiamondRock Group; or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (i), (ii), (v) willful failure to cooperate with a bona fide internal investigation or (ixan investigation by regulatory or law enforcement authorities, after being instructed by the REIT to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate, destroy or fail to produce documents or other materials. For purposes of this Section 2(b), any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the DiamondRock Group shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the DiamondRock Group. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the extent such Executive a copy of a resolution duly adopted by the affirmative vote of the Board of Directors, finding that, in the good faith opinion of the Board of Directors, the Executive has engaged in the conduct described in this Section 2(b); provided, that if the Executive is curablea member of the Board of Directors, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure not vote on such conduct within ten (10) business days after his receipt of such written noticeresolution.
Appears in 2 contracts
Samples: Severance Agreement (DiamondRock Hospitality Co), Severance Agreement (DiamondRock Hospitality Co)
Cause. The Company may Trust shall have the right to terminate Executive’s employment for “Cause” by providing a Notice at any time upon delivery of Termination (as defined in Section 7 below) that notifies Executive written notice of his termination for Cause (as defined below) to Executive (which notice shall specify in reasonable detail the basis upon which such termination is made), effective as such employment to terminate immediately upon delivery of such notice unless otherwise specified by the Board of Trustees of the date Trust if a majority of the Board of Trustees determines that Executive: (i) has misappropriated, stolen or embezzled funds or property from the Trust or an affiliate of the Trust or secured or attempted to secure personally any profit in connection with any transaction entered into on behalf of the Trust or any affiliate of the Trust, (ii) has been convicted of a felony or entered a plea of “nolo contendre” which in the reasonable opinion of the Board brings Executive into disrepute or is likely to cause material harm to the Trust’s (or any affiliate of the Trust) business, customer or supplier relations, financial condition or prospects, (iii) has, notwithstanding not less than 30 days’ prior written notice from the Board of Trustees, willfully and persistently failed to perform (other than by reason of illness or temporary disability, regardless of whether such noticetemporary disability is or becomes total Disability, or by reason of vacation or approved leave of absence) his material duties hereunder, or (iv) has willfully violated or breached any provision of this Agreement, any material law or regulation or any written policy or code of business conduct or ethics of the Trust or iStar to the material detriment of the Trust, iStar or any affiliate of the Trust or iStar or its business. For purposes of this Agreementprovision, “Cause” shall mean (i) Executive’s willful no act or failure to substantially perform his duties as an employee act, on the part of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical or mental illness)Executive, (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, (iii) Executive’s conviction ofshall be considered “willful” unless it is done, or plea omitted to be done, by the Executive in bad faith or without reasonable belief that his action or omission was in the best interests of guilty the Trust, prior to the Effective Time of the Merger, and iStar thereafter. Any act, or nolo contendere failure to act, based upon authority given pursuant to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that resolution duly adopted by the Board or based upon the advice of Directors of counsel for iStar shall be conclusively presumed to be done, or omitted to be done, by the Company (the “Board”) determines Executive in good faith that such indictment would result and in a material adverse impact the best interests of the Trust. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the business or reputation Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the Companymembership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, (v) Executive’s gross negligence together with counsel, to be heard before the Board), finding that, in the performance good faith opinion of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with , the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any was guilty of the terms and conditions of this Agreement or a material breach of any of Executive’s representations conduct set forth in this Agreement. A termination will not be for “Cause” pursuant to clause (i), (ii), (viii) or (ix)iv) hereof, to and specifying the extent such conduct is curable, unless the Company shall have notified Executive particulars thereof in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written noticedetail.
Appears in 2 contracts
Samples: Employment Agreement (Falcon Financial Investment Trust), Employment Agreement (Falcon Financial Investment Trust)
Cause. The Company may Cause" shall mean the Executive's (i) conviction, or entry of a guilty plea or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against the Company, (ii) engagement in willful misconduct, willful or gross negligence, or fraud, embezzlement or misappropriation relating to significant amounts, in each case in connection with the performance of his duties under this Agreement; (iii) failure to adhere to the lawful directions of the CEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for herein; (iv) breach in any material respect of any of the provisions of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) chronic or persistent substance abuse that materially and adversely affects his performance of his duties under this Agreement; or (vi) breach in any material respect of the terms and provisions of this Agreement resulting in material and demonstrable economic injury to MFA. Notwithstanding the foregoing, (i) the Executive shall be given written notice of any action or failure to act that is alleged to constitute Cause (a "Default"), and an opportunity for 20 business days from the date of such notice in which to cure such Default, such period to be subject to extension in the discretion of the CEO or, in his absence, the Board of Directors; and (ii) regardless of whether the Executive is able to cure any Default, the Executive shall not be deemed to have been terminated for Cause without (x) reasonable prior written notice to the Executive setting forth the reasons for the decision to terminate the Executive for Cause, (y) an opportunity for the Executive’s employment for “Cause” , together with his counsel, to be heard by providing a Notice the CEO or, in his absence, the Board of Termination Directors, and (as defined in Section 7 belowz) that notifies delivery to the Executive of a notice of termination approved by said CEO or, in his termination for Cause absence, the Board of Directors, stating his or its good faith opinion that the Executive has engaged in actions or conduct described in the preceding sentence, which notice specifies the particulars of such action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (as defined below), effective as 2) weeks of the date of such notice. For purposes of this Agreement, “Cause” shall mean (i) Executive’s willful failure to substantially perform his duties as an employee of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical or mental illness), (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, (iii) Executive’s conviction of, or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business or reputation of the Company, (v) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (i), (ii), (v) or (ix), to the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written noticesuspension.
Appears in 2 contracts
Samples: Employment Agreement (Mfa Mortgage Investments), Employment Agreement (Mfa Mortgage Investments)
Cause. The Immediately upon written notice by the Company may terminate Executive’s employment for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies to the Executive of his a termination for Cause cause ("wichtiger Xxxxx") as defined belowprovided for in Swiss employment law ("Cause"), effective as of the date of such notice. For purposes the sake of this Agreementclarity, “Cause” to the extent not already provided for in Swiss law, Cause shall mean also include the following behaviors: (i) Executive’s willful continued failure to substantially perform his duties as an employee follow the lawful and reasonable directives of the Company or any subsidiary Board after written notice from the Board and a period of no less than thirty (other than any 30) days to cure such failure resulting from incapacity due to physical or mental illness), failure; (ii) any act of fraud, misappropriation, dishonesty, embezzlement willful misconduct or similar conduct against the Company or any subsidiary, (iii) Executive’s conviction of, or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business or reputation of the Company, (v) Executive’s gross negligence in the performance of his the Executive’s duties; (iii) conviction of, or pleading of guilty or nolo contendere to, a non-vehicular felony; (iv) material violation of a material written Company or Parent policy that is not cured within fifteen (15) days of written notice from the Board; (v) performance of any material act of theft, embezzlement, fraud or misappropriation of or in respect of the Company’s property; (vi) Executive purposefully continued failure to cooperate in any audit or negligently makes (investigation of financial or has been found to have made) a false certification to business practices of the Company pertaining or Parent after written request for cooperation from the Board and a period of no less than ten (10) days to its financial statements, cure such failure; (vii) the habitual use commission of drugs any criminal act or habitualother act involving moral turpitude, excessive use of alcohol sexual harassment or drug violations (after an independent investigation concludes that such acts occurred and Executive has been presented with opportunity to the extent that any of such uses participate in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, investigation); (viii) commission of any willful act which brings public disrepute, contempt, scandal, or ridicule, or which shocks or offends the community or any group or class thereof, or which reflects unfavorably upon Company or Parent and, as a breach result of fiduciary duty and/or such act or involvement, reduces the commercial value of Company's or Parent’s association with Executive; (ix) a material willful actions (other than legal action or arbitration arising out of this Agreement) or making or authorizing statements in derogation of Company or Parent or their products and such actions or statements become public during the Term that result in damage to the business of the Company; or (x) breach by Executive of any of the terms restrictive covenants set forth in Section 10 hereof or in any other written agreement between the Executive and conditions the Company and/or its Affiliate that causes material and demonstrable harm to the Company or Parent and that is not cured within fifteen (15) days of written notice from the Board. For purposes of this Agreement Section 6(b), no act, or a material breach failure to act, on the part of any of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s representations action or omission was in this Agreement. A termination will not be for “Cause” pursuant to clause (i), (ii), (v) or (ix), to the extent such conduct is curable, unless best interests of the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written noticeCompany.
Appears in 2 contracts
Samples: Employment Agreement (Trinseo PLC), Employment Agreement (Trinseo S.A.)
Cause. The Company may or Pacer may, at any time, and in its sole discretion, terminate Executive’s the employment of the Executive hereunder for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date (the "Termination Date") of written notice (the "Termination Notice") to the Executive specifying the nature of such noticeCause (or, if the termination is pursuant to Section 7(a)(i), the Termination Date shall be the last day of the applicable cure period if Executive has not cured the action or actions set forth in the Termination Notice). For purposes of this Agreement, “"Cause” " shall mean if the Executive (i) Executive’s willful failure fails or refuses to substantially perform his duties as act in any material respect in accordance with the reasonable directions of the Board of Directors or Chief Executive Officer of Pacer or the Company in a manner that would constitute an employee act of insubordination or is in continuing, willful, material breach of this Agreement; provided, however, that in such case the Company or any subsidiary (other than any Pacer shall give Executive a Termination Notice specifying the directions the Executive failed to follow or the material breach of this Agreement, and the Executive shall have a reasonable period of time after the date of the notice to cure such failure resulting from incapacity due to physical or mental illness), action; (ii) has been convicted of a felony; or (iii) has committed any act of fraud, misappropriationmisappropriation of funds or embezzlement in connection with his employment. During the cure period referred to in subsection (i), dishonesty, embezzlement or similar conduct against the Company or any subsidiary, (iii) Executive’s conviction of, or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors of Pacer or the Company (may cause the “Board”) determines Company and Pacer to suspend the employment of the Executive hereunder if the Executive's continued presence at the Company or Pacer is deemed to have a potential negative affect on the Company or Pacer as determined in good faith that by the Board of Directors of Pacer or the Company in its sole determination. If the Executive has not cured such indictment would result in a material adverse impact action within the specified cure period, the employment of the Executive shall be terminated by the Company for Cause. If the employment of the Executive hereunder is terminated pursuant to this Section 7(a), the Company and Pacer shall have no further obligations to the business Executive hereunder after the Termination Date other than the payment of accrued Base Salary, vacation and bonuses granted but unpaid under Sections 4 and 5(a)(i) hereof through the Termination Date, or reputation of the Company, (v) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach except as otherwise provided by Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (i), (ii), (v) or (ix), to the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written noticelaw.
Appears in 2 contracts
Samples: Employment Agreement (Averstar Inc), Employment Agreement (Averstar Inc)
Cause. The Company may terminate this Agreement and the Executive’s employment hereunder for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “Cause” shall mean mean: (i) any act of material insubordination on the part of the Executive’s willful failure ; (ii) the engaging by the Executive in misconduct, including but not limited to, any type of sexual harassment which is materially and demonstrably injurious to substantially perform his duties as an employee of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical of its divisions, subsidiaries or mental illness)affiliates, (ii) any act of fraud, misappropriation, dishonesty, embezzlement monetarily or similar conduct against the Company or any subsidiary, otherwise; (iii) Executive’s any conviction of, or plea of guilty or nolo contendere to, the Executive with respect to a charge of commission of, felony (other than a felony or crime involving moral turpitude, traffic violation); (iv) Executive’s indictment for a charge the commission (or attempted commission) of commission any act of a felony fraud or any crime involving moral turpitude, provided that dishonesty by the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact Executive which is materially detrimental to the business or reputation of the CompanyCompany or any of its divisions, subsidiaries or affiliates; (v) Executivethe engaging by the Executive in an act or series of acts constituting misconduct resulting in a misstatement of the Company’s gross negligence in financial statements due to material non-compliance with any financial reporting requirement within the performance meaning of his duties, Section 304 of The Sarbanes Oxley Act of 2002; (vi) Executive purposefully the Executive’s breach of any of the covenants set forth in Article IV of this Agreement; or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use Executive’s refusal to follow reasonable and lawful directives of drugs the Board of Directors or habitual, excessive use the Chief Executive Officer without a valid reason for such refusal. The right of alcohol the Company to terminate this Agreement for “Cause” shall be distinct from and shall not limit any remedies available under law to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) Company for a material breach by the Executive of any of the terms and conditions of his obligations under this Agreement or a material breach of any of Executive’s representations in this Agreement(“Material Breach”). A termination will for Cause shall not take effect unless there is compliance with the provisions of this paragraph. Executive shall be given written notice by the Company of its intention to terminate him for “Cause” pursuant , such notice (A) to clause state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (i), (ii), (vB) to be given within 90 days of the Company’s learning of such act or (ix)acts or failure or failures to act. Executive shall have 20 days after the date that such written notice has been given to him in which to cure such conduct, to the extent such conduct cure is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed possible. If he fails to cure such conduct conduct, Executive shall then be entitled to a hearing before the Board. Such hearing shall be held within ten (10) business 25 days after his receipt of such notice to Executive, provided he requests such hearing within 10 days of the written noticenotice from the Company of the intention to terminate him for Cause. If, within five days following such hearing, Executive is furnished written notice by the Board confirming that, in its judgment, grounds for Cause on the basis of the original notice exist, he shall thereupon be terminated for Cause.
Appears in 2 contracts
Samples: Employment Agreement (Infinity Property & Casualty Corp), Employment Agreement (Infinity Property & Casualty Corp)
Cause. The Company may shall have the right to terminate the Executive’s 's employment for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreementhereof, “a termination by the Company for "Cause” " shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least fifteen (15) days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of (i) the Executive’s willful failure to substantially perform his duties as an employee of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical or mental illness), (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, (iii) Executive’s 's conviction of, or plea of guilty or nolo contendere to a charge to, (A) any felony (whether or not involving the Company or any of commission of, a felony its subsidiaries) or (B) any other crime involving moral turpitudeturpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ivii) habitual intoxication, the use of illegal drugs, or the abuse of chemical substances by the Executive’s indictment for a charge of commission of a felony , (iii) fraud or any crime involving moral turpitude, provided that other willful misconduct by the Board of Directors Executive in respect of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business or reputation of the Company, (v) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties 's obligations under this Agreement, (viiiiv) a breach of fiduciary duty and/or (ix) a material breach the willful engaging by the Executive of any of the terms and conditions of this Agreement in gross misconduct or a material breach violation of any the Company's code of conduct or corporate policies, or (vi) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the Executive of the Executive’s representations in 's refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with the provisions of this Agreement. A termination will Action or inaction by the Executive shall not be for “Cause” pursuant considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company, and shall not include failure to clause (i), (ii), (v) act by reason of total or (ix), partial incapacity due to the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written noticephysical or mental illness.
Appears in 2 contracts
Samples: Employment Agreement (Neighborcare Inc), Employment Agreement (Neighborcare Inc)
Cause. The Company may terminate Termination of the Executive’s 's employment for “"Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “Cause” " shall mean termination because (i) Executive’s willful failure to substantially perform the Executive intentionally engages in dishonest conduct in connection with his duties as an employee performance of services for the Company Corporation or any subsidiary (other than any such failure the Bank resulting from incapacity due to physical or mental illness), in his conviction of a felony; (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, (iii) Executive’s conviction Executive is convicted of, or plea of pleads guilty or nolo contendere to a charge of commission ofto, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude; (iii) the Executive willfully fails or refuses to perform his duties under this Agreement and fails to cure such breach within fifteen (15) days following written notice thereof from the Corporation or the Bank; (iv) the Executive breaches his fiduciary duties to the Corporation or the Bank for personal profit; or (v) the Executive willfully breaches or violates any law, provided rule or regulation (other than traffic violations or similar offenses), or final cease and desist order in connection with his performance of services for the Corporation or the Bank, and fails to cure such breach or violation within fifteen (15) days following written notice thereof from the Corporation or the Bank. For purposes of this section, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Board of Directors Executive's action or omission was in the best interests of the Company (Corporation or the “Board”) determines Bank. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Boards or based upon the written advice of counsel for the Corporation or the Bank shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith that such indictment would result and in a material adverse impact the best interests of the Corporation or the Bank. The cessation of employment by the Executive shall not be deemed to be for "cause" within the meaning of this section unless and until there shall have been delivered to the business or reputation Executive a copy of a resolution duly adopted by the affirmative vote of three-fourths of the Companynon-employee members of the Boards at a meeting of the Boards called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, (v) Executive’s gross negligence together with counsel, to be heard before the Boards), finding that, in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any opinion of the terms and conditions Boards, the Executive is guilty of this Agreement or a material breach of any of Executive’s representations the conduct described in this Agreement. A termination will not be for “Cause” pursuant to clause (i)section, (ii), (v) or (ix), to and specifying the extent such conduct is curable, unless the Company shall have notified Executive particulars thereof in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written noticedetail.
Appears in 2 contracts
Samples: Change in Control Severance Agreement (Parkvale Financial Corp), Control Severance Agreement (Parkvale Financial Corp)
Cause. The Company may terminate the Executive’s employment at any time for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause or without Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “Cause” shall mean (i) Executive’s willful failure a material breach by the Executive of any provision of this Agreement or any other material contract or agreement with the Company which (if capable of being remedied) is not fully remedied, to substantially perform his duties as an employee the reasonable good faith satisfaction of the Company or any subsidiary Board, within thirty (other than any such failure resulting from incapacity due to physical or mental illness30) days following the receipt by the Executive of the applicable Notice of Termination (as defined below), ; (ii) any commission by the Executive of an act of fraudfraud upon, misappropriationor gross negligence or willful gross misconduct of a material nature toward, dishonesty, embezzlement or similar conduct against the Company or any subsidiarywhich causes material damages to the Company, as reasonably determined in good faith by the Board; (iii) the Executive’s conviction of, of or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, any felony; (iv) Executive’s indictment the Executive is found by a court after an opportunity for a charge hearing to have breached any provision of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business or reputation of the Company, Section 6; (v) Executive’s gross negligence in the performance of his duties, Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SEC; (vi) the Executive purposefully becomes subject to a cease and desist order or negligently makes (other order issued by the SEC after an opportunity for a hearing or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use willful and continuing failure of drugs the Executive to carry out, or habitualcomply with, excessive use in any material respect, any legal directive of alcohol the Board consistent with the terms of this Agreement which (if capable of being remedied) is not fully remedied, to the extent that any reasonable good faith satisfaction of such uses in the Board’s good faith determination materially interferes with , within thirty (30) days following the performance receipt by Executive of the applicable Notice of Termination. Notwithstanding the foregoing, the Executive’s duties under termination of employment by the Company shall not constitute a termination by the Company for Cause unless each of the following conditions is satisfied: (1) the Company has provided a Notice of Termination to the Executive within 90 days following the initial existence of the conditions or circumstances allegedly constituting Cause (or if later, within 90 days following the Company’s initial discovery thereof); (2) any applicable cure period, as set forth above, has lapsed without remedy by the Executive; (3) the Executive has been provided a timely and reasonable opportunity to appear before the Board, represented by legal counsel, to discuss such termination of employment; and (4) a majority of the Board has voted in favor of terminating the Executive’s employment for Cause within 30 days following the hearing described in clause (2). For purposes of this Agreement, (viii) “without Cause” shall mean a breach of fiduciary duty and/or (ix) a material breach termination by Executive of any the Company of the terms and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreement. A employment for any reason other than a termination will not be based upon Cause, death or Disability and shall include a termination of the Executive’s employment for “Cause” pursuant to clause (i), (ii), (v) or (ix), to any reason other than for Cause following the extent such conduct is curable, unless nonrenewal of the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written noticeEmployment Term by the Company.
Appears in 2 contracts
Samples: Employment Agreement (Panacea Life Sciences Holdings, Inc.), Employment Agreement (Exactus, Inc.)
Cause. The Subject to Executive’s failure to cure a breach in the manner and time described below, the Company may terminate Executive’s employment for “Cause” by providing a Notice of Termination (as defined Cause immediately. As used in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, the term “for Cause” shall mean be limited to a termination for the following acts by Executive: (i) Executive’s willful failure misappropriation or embezzlement of the funds or property of the Company or any subsidiary, falsification of any Company or subsidiary documents or records or any unauthorized attempt by the Executive to substantially perform his duties as an employee take any business or business opportunities of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical for his or mental illness), her own personal gain; (ii) Executive’s failure or inability to perform any act material duties contemplated by this Agreement for a period of fraudthirty (30) days, misappropriation, dishonesty, embezzlement except in the event that the Executive is determined to have a Disability (as defined in Section 9(d)) or similar conduct against in the Company or any subsidiary, event of Executive’s death; (iii) grossly negligent, reckless or willful misconduct or insubordination in connection with Executive’s conviction of, or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business or reputation of the Company, (v) Executive’s gross negligence in the performance of his duties, ; (viiv) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of agreement (including this Agreement or a material breach of any of Executive’s representations the Confidentiality Agreement (as defined in this Agreement. A termination will not be for “Cause” pursuant to clause (iSection 11), (ii), ) between Executive and the Company; (v) Executive’s conviction (including any plea of guilty or nolo contendere) of any felony, any misdemeanor involving dishonesty or fraud, or any other criminal act that impairs or could impair Executive’s ability to perform his or her duties; (vi) the Executive’s material violation of Company policies, including, without limitation, policies on prohibition of unlawful harassment or (ix)vii) any illegal drug or illegal substance abuse, illegal drug or illegal substance addiction, or chronic addiction to alcohol on the part of Executive, other than any use of medication prescribed by a doctor. The determination of Cause shall be made by HemaCare’s President and Chief Executive Officer in her reasonable discretion. Anything herein to the extent such conduct is curablecontrary notwithstanding, unless as to any termination based upon clause (iii) above, the Company shall have notified give the Executive in writing describing written notice prior to terminating this Agreement of the Executive’s employment, setting forth a general description of the grounds for termination and the conduct required to cure such conduct and grounds for termination. The Executive shall have failed to cure such conduct within ten thirty (1030) business days after his from the receipt of such written noticenotice within which to cure any such grounds for termination to the satisfaction of the Company, which shall be determined by the Company in its reasonable discretion.
Appears in 2 contracts
Samples: Employment Agreement (Hemacare Corp /Ca/), Employment Agreement (Hemacare Corp /Ca/)
Cause. The Company Employer may terminate Executive’s employment for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “Cause” shall mean if: (i) Executive’s willful failure Executive engages in one (1) or more unsafe or unsound banking practices or material violations of a law or regulation applicable to substantially perform his duties as an employee of the Company Employer or any subsidiary (other than any such failure resulting from incapacity due to physical or mental illness), subsidiary; (ii) Executive engages in any act repeated violations of fraud, misappropriation, dishonesty, embezzlement a policy of Employer after being warned in writing by the Board or similar conduct against the Company or any subsidiary, CEO not to violate such policy; (iii) Executive engages in any single violation of a policy of Employer if such violation materially and adversely affects the business or affairs of Employer; (iv) Executive fails to timely implement a direction or order of the Board or the CEO, unless such direction or order would violate the law; (v) Executive engages in a breach of fiduciary duty or act of dishonesty involving the affairs of Employer; (vi) 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; (vii) Executive commits a material breach of Executive’s conviction obligations under this Agreement that Executive fails to remedy to the reasonable satisfaction of Employer within thirty (30) days after written notice is delivered by Employer to Executive that sets forth in reasonable detail the basis for Employer’s determination that Executive materially breached an obligation under this Agreement (provided that notice and opportunity to cure need not be provided to Executive more than once in any calendar year); (viii) Executive materially fails to perform Executive’s duties to Employer with the degree of skill, care or competence expected by Employer that Executive fails to remedy to the reasonable satisfaction of Employer within thirty (30) days after written notice is delivered by Employer to Executive that sets forth in reasonable detail the basis for Employer’s determination that Executive materially failed to perform Executive’s duties to Employer (provided that notice and opportunity to cure need not be provided to Executive more than once in any calendar year); or (ix) Executive is found guilty of, or plea of guilty or pleads nolo contendere to a charge of commission ofto, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge an act of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors of the Company (the “Board”) determines dishonesty in good faith that such indictment would result in a material adverse impact to the business or reputation of the Company, (v) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes connection with the performance of Executive’s duties as an officer of Employer, or an act that disqualifies Executive under this Agreementapplicable laws, rules or regulations from serving as an officer or director of Employer. Notwithstanding the foregoing, during the first two (viii2) years following a breach of fiduciary duty and/or Change in Control (ix) a material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any of as defined below), Executive’s representations in this Agreement. A termination of employment will not be deemed to be for “Cause” pursuant unless and until there will have been delivered to clause Executive a copy of a resolution duly adopted by the affirmative vote of not less than 75% of the entire membership of the Board at a meeting of the Board called and held for such purpose (i)after reasonable notice is provided to Executive and Executive is given an opportunity, (ii), (v) or (ix)together with counsel, to be heard before the extent such Board) finding that, Executive is guilty of the conduct is curabledescribed above, unless and specifying the Company shall have notified Executive particulars thereof in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written noticedetail.
Appears in 2 contracts
Samples: Employment Agreement (First Busey Corp /Nv/), Employment Agreement (First Busey Corp /Nv/)
Cause. The Company may terminate the Executive’s employment for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this AgreementAgreement (except as set forth below), “Cause” shall mean that the Board, acting in good faith based upon the information then known to the Company, determines that the Executive has (i) Executive’s engaged in or committed willful failure misconduct; (ii) engaged in or committed theft, fraud or other conduct constituting a felony (other than traffic related offenses or as a result of vicarious liability); (iii) refused or demonstrated an unwillingness to substantially perform his duties as for a 30-day period after written demand for substantial performance that refers to this Section 3(d) and is delivered by the Company that specifically identifies the manner in which the Company believes the Executive has not substantially performed his duties for the Company or Apria Healthcare; (iv) refused or demonstrated an employee unwillingness to reasonably cooperate in good faith with any Company, Apria Healthcare or government investigation or provide testimony therein (other than such failure resulting from the Executive’s disability); (v) engaged in or committed any willful act that is likely to and which does in fact have the effect of injuring the reputation or business of the Company or Apria Healthcare; (vi) willfully violated his fiduciary duty or his duty of loyalty to the Company or Apria Healthcare or the Company’s Code of Ethical Business Conduct in any subsidiary material respect; (vii) used alcohol or drugs (other than any such failure resulting from incapacity due drugs prescribed to physical or mental illness), (iithe Executive by a physician and used by the Executive for their intended purpose for which they had been prescribed) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, (iii) Executive’s conviction of, or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business or reputation of the Company, (v) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination manner which materially and repeatedly interferes with the performance of Executive’s his duties under this Agreement, hereunder or which has the effect of materially injuring the reputation or business of the Company or Apria Healthcare; or (viii) a breach of fiduciary duty and/or (ix) a engaged in or committed any other material breach by Executive of any of the terms and conditions of this Agreement or the Letter Agreement for a material breach of any of Executive’s representations 30-day period after written notification is delivered by the Company that specifically refers to this Section 3(d) and identifies the manner in which the Company believes the Executive has materially breached this Agreement. A termination will not be for “Cause” pursuant to clause For purposes of the above clauses (i), (iiv) and (vi) of this Section 3(d), (v) no act, or (ix)failure to act, on the Executive’s part shall be considered willful unless done or omitted to be done, by him not in good faith or without reasonable belief that his action or omission was in the extent such conduct is curable, unless best interest of the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written noticeCompany.
Appears in 2 contracts
Samples: Executive Employment Agreement (Apria, Inc.), Executive Employment Agreement (Apria Healthcare Group Inc)
Cause. The Company may may, at its option, terminate Executive’s 's employment for “Cause” by providing "CAUSE" as set forth in a Notice of Termination (as defined in Section 7 below) that notifies to Executive specifying the reasons for termination. The Notice of his termination for Cause (as defined below)Termination shall specify the Date of Termination, effective as of which date may be the date of such noticeNotice of Termination. For purposes of this Agreement, “"Cause” " shall mean (i) Executive’s willful failure to substantially perform his duties as an employee of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical or mental illness), (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, (iii) Executive’s 's conviction of, or plea of guilty or nolo contendere to a charge no contest plea to, or confession of commission guilt of, a any felony or any other crime involving moral turpitude; (ii) an act or omission by Executive in connection with his employment that constitutes fraud, criminal misconduct, breach of fiduciary duty, dishonesty, gross negligence, malfeasance, willful misconduct or other conduct that is materially harmful or detrimental to Company; (iviii) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business or reputation of the Company, (v) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol or illegal drugs so as to the extent that any of such uses in the Board’s good faith determination materially interferes interfere with the performance of Executive’s duties 's obligations under this Agreement, ; (viiiiv) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement which breach or a material failure the Executive shall fail to remedy within thirty (30) days after written demand from the Company specifying in reasonable detail such breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (i), (ii), or failure; (v) a continuing failure by Executive to perform such duties as are assigned to Executive by the CEO or (ix)the Board in accordance with this Agreement, other than a failure resulting from a Disability, after receipt from the Company of written notice of such continuing failure and, to the extent such conduct failure is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed a thirty (30) day period to cure such conduct within ten failure; (10vi) business days Executive's knowingly taking any action on behalf of Company or any of its affiliates without appropriate authority to take such action (the approval of the CEO shall be deemed to be appropriate authority), after his receipt from the Company of written notice of such written noticeaction and, to the extent the damage resulting from such action is curable, a thirty (30) day period to cure such damage; (vii) Executive's knowingly taking any action in conflict of interest with Company or any of its affiliates given Executive's position with Company; and/or (viii) the commission of an act of personal dishonesty by Executive in connection with Company that involves personal profit to him or his family members. Amounts payable to Executive upon termination for Cause are set forth in Section 3.3.1 below.
Appears in 2 contracts
Samples: Employment Agreement (Elite Pharmaceuticals Inc /De/), Employment Agreement (Elite Pharmaceuticals Inc /De/)
Cause. The Subject to Executive’s failure to cure a breach in the manner and time described below, the Company may terminate Executive’s employment for “Cause” by providing a Notice of Termination (as defined Cause immediately. As used in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, the term “for Cause” shall mean be limited to a termination for the following acts by Executive: (i) Executive’s willful failure misappropriation or embezzlement of the funds or property of the Company or any subsidiary, falsification of any Company or subsidiary documents or records or any unauthorized attempt by the Executive to substantially perform his duties as an employee take any business or business opportunities of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical for his or mental illness), her own personal gain; (ii) Executive’s failure or inability to perform any act material duties contemplated by this Agreement for a period of fraudthirty (30) days, misappropriation, dishonesty, embezzlement except in the event that the Executive is determined to have a Disability (as defined in Section 9(d)) or similar conduct against in the Company or any subsidiary, event of Executive’s death; (iii) grossly negligent, reckless or willful misconduct or insubordination in connection with Executive’s conviction of, or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business or reputation of the Company, (v) Executive’s gross negligence in the performance of his duties, ; (viiv) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of agreement (including this Agreement or a material breach of any of Executive’s representations the Confidentiality Agreement (as defined in this Agreement. A termination will not be for “Cause” pursuant to clause (iSection 11), (ii), ) between Executive and the Company; (v) Executive’s conviction (including any plea of guilty or nolo contendere) of any felony, any misdemeanor involving dishonesty or fraud, or any other criminal act that impairs or could impair Executive’s ability to perform his or her duties; (vi) the Executive’s material violation of Company policies, including, without limitation, policies on prohibition of unlawful harassment or (ix)vii) any illegal drug or illegal substance abuse, illegal drug or illegal substance addiction, or chronic addiction to alcohol on the part of Executive, other than any use of medication prescribed by a doctor. The determination of Cause shall be made by HemaCare’s President and CEO in her reasonable discretion. Anything herein to the extent such conduct is curablecontrary notwithstanding, unless as to any termination based upon clause (iii) above, the Company shall have notified give the Executive in writing describing written notice prior to terminating this Agreement of the Executive’s employment, setting forth a general description of the grounds for termination and the conduct required to cure such conduct and grounds for termination. The Executive shall have failed to cure such conduct within ten thirty (1030) business days after his from the receipt of such written noticenotice within which to cure any such grounds for termination to the satisfaction of the Company, which shall be determined by the Company in its reasonable discretion.
Appears in 2 contracts
Samples: Employment Agreement (Hemacare Corp /Ca/), Employment Agreement (Hemacare Corp /Ca/)
Cause. The Company may terminate this Agreement and the Executive’s employment hereunder for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “Cause” shall mean mean: (i) any act of material insubordination on the part of the Executive’s willful failure ; (ii) the engaging by the Executive in misconduct, including but not limited to, any type of sexual harassment which is materially and demonstrably injurious to substantially perform his duties as an employee of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical of its divisions, subsidiaries or mental illness)affiliates, (ii) any act of fraud, misappropriation, dishonesty, embezzlement monetarily or similar conduct against the Company or any subsidiary, otherwise; (iii) Executive’s any conviction of, or plea of guilty or nolo contendere to, the Executive with respect to a charge of commission of, felony (other than a felony or crime involving moral turpitude, traffic violation); (iv) Executive’s indictment for a charge the commission (or attempted commission) of commission any act of a felony fraud or any crime involving moral turpitude, provided that dishonesty by the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact Executive which is materially detrimental to the business or reputation of the CompanyCompany or any of its divisions, subsidiaries or affiliates; (v) Executivethe engaging by the Executive in an act or series of acts constituting misconduct resulting in a misstatement of the Company’s gross negligence in financial statements due to material non-compliance with any financial reporting requirement within the performance meaning of his duties, Section 304 of The Sarbanes Oxley Act of 2002; (vi) Executive purposefully the Executive’s breach of any of the covenants set forth in Article IV of this Agreement; or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use Executive’s refusal to follow reasonable and lawful directives of drugs the Board of Directors or habitual, excessive use the Chief Executive Officer without a valid reason for such refusal. The right of alcohol the Company to terminate this Agreement for “Cause” shall be distinct from and shall not limit any remedies available under law to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) Company for a material breach by the Executive of any of the terms and conditions of his obligations under this Agreement or a material breach of any of Executive’s representations in this Agreement(“Material Breach”). A termination will for Cause shall not take effect unless there is compliance with the provisions of this paragraph. Executive shall be given written notice by the Company of its intention to terminate him for “Cause” pursuant , such notice (A) to clause state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (i), (ii), (vB) to be given within 90 days of the Company’s learning of such act or (ix)acts or failure or failures to act. Executive shall have 20 days after the date that such written notice has been given to him in which to cure such conduct, to the extent such conduct cure is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed possible. If he fails to cure such conduct conduct, Executive shall then be entitled to a hearing before the Board of Directors (the “Board”). Such hearing shall be held within ten (10) business 25 days after his receipt of such notice to Executive, provided he requests such hearing within 10 days of the written noticenotice from the Company of the intention to terminate him for Cause. If, within five days following such hearing, Executive is furnished written notice by the Board confirming that, in its judgment, grounds for Cause on the basis of the original notice exist, he shall thereupon be terminated for Cause.
Appears in 2 contracts
Samples: Employment Agreement (Infinity Property & Casualty Corp), Employment Agreement (Infinity Property & Casualty Corp)
Cause. The Company may at any time by written notice to the Executive terminate Executive’s employment the Term for “"Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause " (as defined below)) and, effective as of upon such termination, this Agreement shall terminate and the date of Executive shall be entitled to receive no further amounts or benefits hereunder, except for any Base Salary earned but not paid prior to such noticetermination. For the purposes of this Agreement, “Cause” shall mean "CAUSE" means: (i) Executive’s willful failure to substantially perform his duties as an employee continued neglect by the Executive of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical or mental illness)Executive's duties hereunder, (ii) any act of fraud, misappropriation, dishonesty, embezzlement continued incompetence or similar conduct against the Company or any subsidiaryunsatisfactory attendance, (iii) Executive’s conviction of, or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitudeany felony, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors violation of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact rules, regulations, procedures or instructions relating to the business or reputation conduct of employees, directors, officers and/or consultants of the Company, (v) Executive’s gross negligence willful misconduct by the Executive in connection with the performance of his dutiesany material portion of the Executive's duties hereunder, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification breach of fiduciary obligation owed to the Company pertaining to its financial statementsor commission of any act of fraud, embezzlement, disloyalty or defalcation, or usurpation of a Company opportunity, (vii) the habitual use breach of drugs or habitual, excessive use any provision of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, including any non-competition, non-solicitation and/or confidentiality provisions hereof, (viii) any act that has a breach material adverse effect upon the reputation of fiduciary duty and/or the public confidence in the Company, (ix) failure to comply with a reasonable order, policy or rule that constitutes material breach insubordination, (x) engaging in any discriminatory or sexually harassing behavior or (xi) using, possessing or being impaired by Executive or under the influence of illegal drugs or the abuse of controlled substances or alcohol on the premises of the Company or any of its subsidiaries or affiliates or while working or representing the Company or any of its subsidiaries or affiliates. A termination for Cause by the Company of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations events described in this Agreement. A termination will not be for “Cause” pursuant to clause clauses (i), (ii), (v) or iv), (ix), (x) and (xi) shall only be effective on 15 days advance written notification, providing Executive the opportunity to cure, if reasonably capable of cure within said 15-day period; provided, however, that no such notification is required if the extent such conduct Cause event is curable, unless not reasonably capable of cure or the Company shall have notified Board determines that its fiduciary obligation requires it to effect a termination of Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written noticefor Cause immediately.
Appears in 2 contracts
Samples: Employment Agreement (M & F Worldwide Corp), Employment Agreement (M & F Worldwide Corp)
Cause. The Company may terminate the Executive’s employment for “at any time, with Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “Cause” shall mean the occurrence of any of the following: (i) the Executive’s willful failure (except where due to substantially a disability contemplated by subsection (b) hereof), neglect or refusal to perform his duties as an employee of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical or mental illness)hereunder, (ii) any breach of this Agreement by the Executive (or any grossly negligent, willful or intentional act of fraud, misappropriation, dishonesty, embezzlement the Executive) that injures the reputation or similar conduct against business of the Company or its affiliates in any subsidiary, material respect; (iii) Executive’s conviction of, or plea material breach by the Executive of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, his obligations under this Agreement; (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business or reputation of the Company, (v) Executive’s gross negligence in the performance or intentional, material nonperformance (continuing for ten (10) days after receipt of his duties, (viwritten notice of need to cure) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations material duties and responsibilities hereunder; (v) Executive’s dishonesty, fraud or misconduct with respect to the business or affairs of the Company; (vi) the Executive’s indictment of, conviction of, or pleading of no contest to a felony or any misdemeanor involving fraud; (vii) the commission by the Executive of an act of fraud or embezzlement, or any other act involving the misappropriation of funds or assets; or (viii) chronic alcohol abuse or illegal drug use by Executive. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in this Agreementgood faith and in the best interests of the Company. A termination will Cause shall not be for “Cause” exist pursuant to clause (i), (ii), (viii) or (ix), to the extent such conduct is curable, iv) of this Section 6(c) unless the Company shall have notified Executive in writing describing such conduct and Executive shall have has failed to cure such conduct correct the activity alleged to constitute Cause within ten (10) business days after his receipt following written notice from the Company of such written noticeactivity, which notice shall specifically set forth the nature of such activity and the corrective action reasonably sought by the Company. Notwithstanding the foregoing, the termination of the Executive’s employment for Cause shall be pursuant to the action of the Board of Directors, taken in conformity with the Bylaws of the Company. In the event of Executive’s termination for Cause as set forth above, Executive shall not be entitled to any severance compensation.
Appears in 2 contracts
Samples: Employment Agreement (Sotherly Hotels Lp), Employment Agreement (MHI Hospitality CORP)
Cause. The Company may terminate Executive’s employment for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, the term “Cause” shall mean means: (i) the Executive’s willful failure to substantially perform his duties “Disability” (as an employee of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical or mental illnesshereinafter defined), ; (ii) any an action or failure to act of by the Executive constituting fraud, misappropriation, dishonesty, embezzlement misappropriation or similar conduct against damage to the Company property or any subsidiary, business of the Corporation; (iii) Executive’s conviction ofconduct by Executive that amounts to fraud, personal dishonesty or plea breach of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, fiduciary duty; (iv) Executive’s indictment for a charge of commission conviction (from which no appeal may be, or is, timely taken) of a felony or willful violation of any crime involving moral turpitudelaw, provided that the Board of Directors of the Company rule or regulation (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business other than traffic violations or reputation of the Company, similar offenses); (v) the Executive’s gross negligence in the performance breach of any of his duties, obligations hereunder; (vi) the unauthorized use, misappropriation or disclosure by the Executive purposefully of any Confidential Information (as hereinafter defined) of the Corporation or negligently makes (or has been found of any confidential information of any other party to have made) whom the Executive owes an obligation of nondisclosure as a false certification to result of his relationship with the Company pertaining to its financial statements, Corporation; (vii) the habitual use willful violation of drugs any final cease and desist or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, consent order; (viii) a breach knowing violation by Executive of fiduciary duty and/or federal and state banking laws or regulations which is likely to have a material adverse effect on the Corporation, as determined by the Board; (ix) the determination by the Board, in the exercise of its reasonable judgment and in good faith, that Executive’s job performance is substantially unsatisfactory and that he has failed to cure such performance within a material breach by Executive of any reasonable period (but in no event more than thirty (30) days) after written notice specifying in reasonable detail the nature of the terms and conditions of this Agreement or a unsatisfactory performance; (x) Executive’s material breach of any of the Corporation’s written policies; or (xi) the issuance of any order by the Maryland Commissioner of Financial Regulation, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System, or any other supervisory agency with jurisdiction over the Corporation permanently prohibiting the continued service of the Executive with the Corporation. No act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s representations action or omission was in this Agreementthe best interests of the Corporation. A termination will not be for “Cause” Any act or failure to act that is based upon authority given pursuant to clause (i)a resolution duly adopted by the Board, (ii)or upon the advice of legal counsel for the Corporation, (v) shall be conclusively presumed to be done, or (ix)omitted to be done, to by the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct good faith and Executive shall have failed to cure such conduct within ten (10) business days after his receipt in the best interest of such written noticethe Corporation.
Appears in 2 contracts
Samples: Change in Control Agreement (Shore Bancshares Inc), Change in Control Agreement (Shore Bancshares Inc)
Cause. The Company may terminate Executive’s 's employment for “"Cause” by providing a ," effective as of the date of the Notice of Termination (as defined in Section 7 6 below) that notifies and as evidenced by a resolution adopted in good faith by a majority of the independent members of the Board, subject to the payment by the Company to Executive of his termination the benefits provided in Section 7(a) hereof. "Cause" shall mean, for Cause purposes of this agreement: (A) an act of fraud or embezzlement against the Company or any affiliate thereof or an unauthorized disclosure of Confidential Information (as defined in Section 10 below) of the Company, in each case which is willful and results in material damage to the Company; (B) after written notice thereof and a reasonable opportunity to cure (if such misconduct is susceptible to cure by Executive), effective as any material, willful and knowing violation by Executive of any of his fiduciary duties to the Company or of the Company's written corporate code of conduct as in effect on the date hereof, which has, or was intended to have, a material adverse impact on the Company; (C) self-dealing with respect to the Company's assets, properties or business opportunities which in any case is intended to result in the substantial personal enrichment of such notice. For purposes Executive (or another person or entity related to Executive) at the expense of this Agreement, “Cause” shall mean the Company; (iD) Executive’s conviction (or a plea of nolo contendere to) a felony (other than traffic-related offenses or as a result of vicarious liability); (E) willful failure to substantially perform his duties misconduct as an employee of the Company or any subsidiary (other than any such failure resulting from incapacity due that results in material damage to physical or mental illness), (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiaryits reputation and continues after written notice thereof and a reasonable opportunity to cure (if such misconduct is susceptible to cure by Executive); or (F) willful failure, after written notice from the Company specifying the details of such failure, to attempt to (iiix) perform Executive’s conviction of's duties in accordance with Section 2 hereof, or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (ivy) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that follow the Board of Directors legal and reasonable written directions of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact , which failure amounts to the business or reputation of the Company, (v) Executive’s gross negligence neglect in the performance of his duties, (vi) duties to the Company. No action or inaction shall be deemed willful if not demonstrably willful and if taken or not taken by the Executive purposefully or negligently makes (or has been found in good faith as not being adverse to have made) a false certification the best interests of the Company. Reference in this paragraph to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any shall also include direct and indirect subsidiaries of the terms Company, and conditions materiality and material adverse impact shall be measured based on the action or inaction and the impact upon the Company taken as a whole. The Company may suspend, with pay, the Executive upon Executive's indictment for the commission of this Agreement a felony as described under clause (D) above. Such suspension may remain effective until such time as the indictment is either dismissed or a material breach verdict of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (i), (ii), (v) or (ix), to the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written noticeguilty has been entered.
Appears in 2 contracts
Samples: Employment Agreement (Valeant Pharmaceuticals International), Employment Agreement (Icn Pharmaceuticals Inc)
Cause. The Company may terminate Executive’s employment for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, the term “Cause” shall mean means: (i) the Executive’s willful failure to substantially perform his duties “Disability” (as an employee of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical or mental illnesshereinafter defined), ; (ii) any an action or failure to act of by the Executive constituting fraud, misappropriation, dishonesty, embezzlement misappropriation or similar conduct against damage to the Company property or any subsidiary, business of the Corporation or the Bank; (iii) Executive’s conviction ofconduct by Executive that amounts to fraud, personal dishonesty or plea breach of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, fiduciary duty; (iv) Executive’s indictment for a charge of commission conviction (from which no appeal may be, or is, timely taken) of a felony or willful violation of any crime involving moral turpitudelaw, provided that the Board of Directors of the Company rule or regulation (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business other than traffic violations or reputation of the Company, similar offenses); (v) the Executive’s gross negligence in the performance breach of any of his duties, obligations hereunder; (vi) the unauthorized use, misappropriation or disclosure by the Executive purposefully of any Confidential Information (as hereinafter defined) of the Corporation or negligently makes (the Bank or has been found of any confidential information of any other party to have made) whom the Executive owes an obligation of nondisclosure as a false certification to result of his relationship with the Company pertaining to its financial statements, Corporation and the Bank; (vii) the habitual use willful violation of drugs any final cease and desist or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, consent order; (viii) a breach knowing violation by Executive of fiduciary duty and/or federal and state banking laws or regulations which is likely to have a material adverse effect on the Corporation or the Bank, as determined by the Board; (ix) the determination by the Board, in the exercise of its reasonable judgment and in good faith, that Executive’s job performance is substantially unsatisfactory and that he has failed to cure such performance within a material breach by Executive of any reasonable period (but in no event more than thirty (30) days) after written notice specifying in reasonable detail the nature of the terms and conditions of this Agreement or a unsatisfactory performance; (x) Executive’s material breach of any of the Corporation’s or the Bank’s written policies; or (xi) the issuance of any order by the Maryland Commissioner of Financial Regulation, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System, or any other supervisory agency with jurisdiction over the Corporation or the Bank permanently prohibiting the continued service of the Executive with the Bank. No act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s representations action or omission was in this Agreementthe best interests of the Corporation and the Bank. A termination will not be for “Cause” Any act or failure to act that is based upon authority given pursuant to clause (i)a resolution duly adopted by the Board, (ii)or upon the advice of legal counsel for the Corporation and the Bank, (v) shall be conclusively presumed to be done, or (ix)omitted to be done, to by the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct good faith and Executive shall have failed to cure such conduct within ten (10) business days after his receipt in the best interest of such written noticethe Corporation and the Bank.
Appears in 2 contracts
Samples: Change in Control Agreement (Shore Bancshares Inc), Change in Control Agreement (Shore Bancshares Inc)
Cause. The Company may terminate Executive’s employment for “Cause” by providing " means (a) the Executive is convicted of a Notice of Termination felony involving moral turpitude, (as defined in Section 7 belowb) that notifies the Executive of his termination for Cause (as defined below), effective as of commits a willful serious act intending to enrich himself at the date of such notice. For purposes of this Agreement, “Cause” shall mean (i) Executive’s willful failure to substantially perform his duties as an employee expense of the Company or any subsidiary affiliated entity, or (other than any such failure resulting from incapacity due to physical c) the Executive, in carrying out his duties and responsibilities under this Agreement, (i) is guilty of willful gross neglect, or mental illness), (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar voluntarily engages in conduct against that results in material harm to the Company or any subsidiaryaffiliated entity, (iii) Executive’s conviction ofunless such conduct was reasonably believed by the Executive in good faith to be in the best interests of the Company. In each case, or plea the existence of guilty or nolo contendere to Cause must be confirmed by a charge majority of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors of the Company (the “"Board”") determines prior to any termination therefor. In the event of such a confirmation, the Company shall notify the Executive that the Company intends to terminate the Executive's employment for Cause (the "Confirmation Notice"). The Confirmation Notice shall specify the act, or acts, upon the basis of which the majority of the Board has so confirmed the existence of Cause. If the Executives notifies the Company in good faith that writing (the "Opportunity Notice") within five days after the Executive has received the Confirmation Notice, the Executive shall be provided one opportunity to meet with the Board (or a sufficient quorum thereof) to discuss such indictment would result in act or acts. Such opportunity to meet shall be fixed and shall occur on a material adverse impact to date selected by the business or reputation Board (such date being not less than 10 nor more than 45 days) after the Company receives the Opportunity Notice from the Executive. Such meeting shall take place at the principal offices of the Company. During the period commencing on the date the Company receives the Opportunity Notice and ending on the date next succeeding the date on which such meeting between the Board (or a sufficient quorum thereof) and the Executive is scheduled to occur, the Executive shall be suspended with pay from his employment with the Company and the Executive's access to the principal offices of the Company or any of its assets shall be restricted to access specifically permitted by the Board. If the Board properly sets the date of such meeting and if the Board (vor a sufficient quorum thereof) attends such meeting and does not rescind its confirmation at such meeting or if the Executive fails to attend such meeting for any reason, the Executive’s gross negligence 's employment by the Company shall, immediately upon the closing of such meeting, be terminated for Cause. If the Executive does not respond in writing to the Confirmation Notice in the performance of his dutiesmanner and within the time deadline specified in this Section 5.B., (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Executive's employment with the Company pertaining to its financial statementsshall, (vii) on the habitual use of drugs or habitual, excessive use of alcohol to sixth day after the extent that any of such uses in receipt by the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreement. A termination will not Confirmation Notice, be terminated for “Cause” pursuant to clause (i), (ii), (v) or (ix), to the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written notice.
Appears in 2 contracts
Samples: usermanual.wiki, www.annualreports.com
Cause. The Company may terminate Executive’s employment for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies means, unless Executive of his termination for fully corrects the circumstances constituting Cause (as defined below)provided such circumstances are capable of correction) prior to the Date of Termination, effective as of the date of such notice. For purposes of this Agreement, “Cause” shall mean (ia) Executive’s willful and continued failure to substantially perform his duties or services to the Company, including his duties as an employee a member of the Company or any subsidiary Board (other than any such failure resulting from Executive’s incapacity due to physical or mental illnessillness or any such actual or anticipated failure after his issuance of a Notice of Termination (as defined below) for Good Reason), after a written demand for substantial performance is delivered to Executive by the Board, which demand specifically identifies the manner in which the Board believes that Executive has not substantially performed his duties or services to the Company, (iib) any act Executive’s willful and continued failure to substantially follow and comply with the specific and lawful directives of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Chief Executive Officer of the Company or the Board, as reasonably determined by the Board (other than any subsidiarysuch failure resulting from Executive’s incapacity due to physical or mental illness or any such actual or anticipated failure after his issuance of a Notice of Termination for Good Reason), after a written demand for substantial performance is delivered to Executive by the Board, which demand specifically identifies the manner in which the Board believes that Executive has not substantially performed his duties or services to the Company, (iiic) Executive’s willful commission of an act of fraud or dishonesty resulting in material economic or financial injury to the Company, (d) Executive’s conviction of, or plea entry by Executive of a guilty or nolo contendere to a charge no contest plea to, the commission of commission of, a felony or crime involving moral turpitude, or (ive) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors breach of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business or reputation non-disparagement provisions of the Company, (v) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions Section 10 of this Agreement or a any material breach of any his confidential or proprietary information obligations to the Company. For purposes of this Section 1(b), no act, or failure to act, on Executive’s representations part shall be deemed “willful” unless done, or omitted to be done, by him not in this Agreement. A termination will not be for “Cause” pursuant to clause (i), (ii), (v) or (ix), to the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written noticegood faith.
Appears in 1 contract
Cause. The Company may terminate In the event Executive’s employment is terminated for “Cause” , the Company shall be released from any and all further obligations under this Agreement subject to the provisions of Section 13 herein concerning Arbitration of disputes, except the Company shall be obligated to pay Executive his Base Salary, reimbursable expenses and benefits owing to Executive through the Termination Date (any vested retirement benefits of Executive shall be payable in accordance with such plans). Termination by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination the Company for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “Cause” shall mean (i) Executive’s willful failure to substantially perform his duties as an employee of the Company or any subsidiary conviction by a court (other than any such failure resulting from incapacity due to physical or mental illness), (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, (iii) Executive’s conviction of, or plea of guilty guilty, no contest, deferred adjudication or nolo contendere to a charge of commission probation) of, a felony to, or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony felony, or any crime involving moral turpitudetheft, provided that fraud, dishonesty, embezzlement, or any other crime which involves immoral conduct or actions likely to harm the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business or reputation of the Company, whether or not committed in the course of performing services for the Company; (vii) Executive’s gross negligence in the performance breach of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification any fiduciary duty to the Company pertaining to its financial statements, Company; (viiiii) material act(s) or omission(s) taken by Executive in connection with his employment which are dishonest or fraudulent; (iv) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach commission by Executive of any material actions in violation of the terms and conditions written rules, policies, ethical standards or codes of this Agreement conduct of the Company or a material breach of any of Affiliates, conduct by Executive that is insubordinate or involves repeated absenteeism, or Executive’s representations performance of his duties hereunder which is deemed to be unsatisfactory job performance either in this Agreement. A termination will not be for “Cause” pursuant the manner of fulfillment of such duties or the results achieved, but only after written warning to clause (i), (ii), Executive advising him of the deficiencies in job performance and/or objectives and describing the improvement needed; (v) conduct by Executive giving rise to a claim by another employee of unlawful harassment or discrimination, which claim, after a complete and diligent investigation, would lead a reasonable person to conclude that Executive has violated state or federal discrimination laws, in a manner which would reasonably and customarily require the discharge of an executive employee; (ix)vi) conduct by Executive, or Executive’s failure to the extent such conduct is curable, unless act giving rise to Legitimate Claims by any persons that the Company shall have notified Executive or any of its subsidiaries is in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt violation of such written notice.any federal, state or local civil or criminal Execution Version Employment Agreement Xxxx Xxxxxxx
Appears in 1 contract
Samples: Execution Version Employment Agreement (Del Frisco's Restaurant Group, Inc.)
Cause. The Company may terminate Executive’s employment for “Cause” Cause (defined below) by providing written notice, which shall set forth in reasonable detail the facts and circumstances constituting Cause. Except in the case of a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause termination under clauses (as defined iv) or (v) below), such termination shall be effective as of immediately upon the date delivery of such notice. For purposes Solely in the case of this Agreementa for Cause termination under clauses (iv) or (v) below that is within the prescribed correction period, such termination shall be effective upon the expiration of thirty (30) days following the date of the delivery of the Company’s written notice of such event by the Company, provided that if such event is capable of being cured as determined in the sole discretion of the Board, then on or before the expiration of the applicable correction period, the Executive shall be afforded an opportunity to meet with and present to the Board Executive’s position regarding the event; provided, however, that the Compensation Committee, in its discretion, may extend such thirty-day cure period by up to fifteen (15) additional days to arrange such opportunity. With respect to a Cause event, “Cause” shall mean mean: (i) Executive’s willful failure to substantially perform his duties as commission of an employee of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical or mental illness), (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, (iii) action; Executive’s conviction of, or plea of guilty or nolo contendere to a charge of commission ofno contest to, a felony or (A) any felony, (B) any crime involving moral turpitudefraud, embezzlement, or (ivC) Executive’s indictment for a charge of commission of a felony other defalcation or any crime involving moral turpitude, provided that ; (ii) Executive’s commission of any act of dishonesty which is injurious to the Board of Directors business reputation of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business or reputation Xxxxx of Xxxx or Executive’s violation of the Company’s xxxxxxx xxxxxxx policy; (iii) Executive’s failure to perform his material duties under this Agreement, including without limitation, the failure to follow the directions of the Board; (iv) Executive’s breach of any material provision of this Agreement which, if in the Board’s determination is capable of being cured or corrected, such breach is not cured or corrected by Executive within thirty (30) days of receiving written notice thereof from the Company; (v) Executive’s gross negligence in material breach of any written policy of the performance Company or Xxxxx of his dutiesXxxx, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification including but not limited to the Company pertaining to its financial statementsCode of Ethics for the Chief Executive Officer and Senior Financial Officers of Xxxxx of Xxxx Limited, (vii) the habitual use of drugs or habitualwhich, excessive use of alcohol to the extent that any of such uses if in the Board’s good faith determination materially interferes with the performance is capable of Executive’s duties under this Agreementbeing cured or corrected, (viii) a such breach of fiduciary duty and/or (ix) a material breach is not cured or corrected by Executive within thirty (30) days of any of receiving written notice thereof from the terms and conditions of this Agreement Company; or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (i)8 4828-8798-5017, (ii), (v) or (ix), to the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written notice.v. 1
Appears in 1 contract
Cause. The Company may terminate Executive’s employment for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, the term “Cause” shall mean be limited to: (i) Executive’s refusal or willful failure to substantially perform his duties as an employee of within three (3) days after a written demand for performance is delivered to the Executive by the Board which identifies the manner in which it is believed that the Executive has failed to perform his duties hereunder; (ii) Executive’s gross negligence or willful misconduct with regard to the Company or any subsidiary (other than any such failure resulting from incapacity due to physical or mental illness), (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against its affiliates which has a material adverse impact on the Company or any subsidiaryits affiliates, whether economic, or reputation wise or otherwise, as determined by the Board; (iii) Executive’s conviction of, or plea of guilty or pleading nolo contendere to a charge of commission of, a felony or crime involving moral turpitudeto, (ivA) Executive’s indictment for a charge of commission of a felony or any crime involving fraud or material dishonesty or (B) any felony or crime involving moral turpitudeturpitude that might be reasonably expected to adversely effect the Company or the Parent or any of its Subsidiaries; (iv) Executive’s refusal or willful failure to follow a lawful, provided that written direction of the Board of Directors or its designee, within the scope of the Company Executive’s duties hereunder within three (the “Board”3) determines in good faith that such indictment would result in a material adverse impact days after written notice has been given to the business or reputation of Executive by the Company, Board that failure to follow the direction will be grounds for termination for Cause; (v) Executive’s gross negligence in theft, fraud, breach of a fiduciary duty owed to the performance Company or its affiliates, including but not limited to any breach or violation of his duties, Section 10 hereof or any material act of dishonesty related to the Business or Parent or any of its Subsidiaries; (vi) Executive purposefully the representations or negligently makes (warranties in Section 13(k) hereof prove false in a material respect; or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a the Executive’s breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions provision of this Agreement or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (i), (ii), (v) or (ix), to the extent such conduct is curable, unless the Company shall have notified corrected by Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of the Company’s written notification to Executive of such written noticebreach or (viii) any restatement of Holding’s audited financial statements shall occur or Holding’s auditors shall require an adjustment to current year financials then being audited, which would result in a greater than 10% decrease to Holding’s EBITDA for any fiscal year and would also require a waiver or amendment of Holding’s credit agreement with its senior lenders. No act or failure to act by the Executive shall be deemed “willful” if done or omitted to be done by the Executive in good faith and in the reasonable belief that such action or omission was in the best interest of the Parent and its Subsidiaries and/or permitted or required by applicable law.
Appears in 1 contract
Cause. The Company may terminate Executive’s employment for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For “Cause” shall mean, for purposes of this Agreement, “Cause” shall mean : (ia) the continued failure by Executive to use good faith efforts in the performance of Executive’s willful failure to substantially perform his duties as an employee of the Company or any subsidiary under this Agreement (other than any such failure resulting from incapacity due Disability or other allowable leave of absence); (b) the criminal felony indictment of Executive by a court of competent jurisdiction; (c) the engagement by Executive in misconduct that has caused, or, in the good faith judgment of the Board, is reasonably likely to physical cause, if not discontinued, material harm (financial or mental illness)otherwise) to the Company or its affiliates; such harm may be caused by, without limitation, (i) the unauthorized disclosure of material secret or Confidential Information (as defined in Section 10(d) below) of the Company or any of its affiliates, (ii) any act the debarment of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiaryof its affiliates by the U.S. Food and Drug Administration or any successor agency (the “FDA”), or (iii) Executive’s conviction of, or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors registration of the Company or any of its affiliates with the U.S. Drug Enforcement Administration of any successor agency (the “BoardDEA”) determines in good faith that such indictment would result in a material adverse impact to the business or reputation of the Company, be revoked; (v) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (viid) the habitual use debarment of drugs or habitual, excessive use of alcohol to Executive by the extent that any of such uses in FDA; (e) the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a continued Exhibit 10.1 material breach by Executive of any of the terms and conditions of this Agreement that is injurious to the Company, or (f) Executive makes, or is found to have made, a material breach of any of Executivecertification relating to the Company’s representations in this Agreementfinancial statements and public filings that is known to Executive to be false. A termination will not be for Notwithstanding the foregoing, prior to having “Cause” pursuant to clause for Executive’s termination (iother than as described in clauses (b) and (d) above), (ii), (v) or (ix), to the extent such conduct is curable, unless the Company shall have notified must deliver a written demand to Executive in writing describing which specifically identifies the conduct that may provide grounds for Cause within ninety (90) calendar days of the Company’s actual knowledge of such conduct conduct, events or circumstances, and Executive shall must have failed to cure such conduct (if curable) within ten fifteen (1015) business days after his receipt such demand. References to the Company in subsections (a) through (f) of such written noticethis paragraph shall also include affiliates of the Company.
Appears in 1 contract
Samples: Executive Employment Agreement (Endo Health Solutions Inc.)
Cause. The Company may terminate Executive’s employment for “Cause” for termination shall mean a determination by providing a Notice of Termination (as defined the Board in Section 7 below) good faith that notifies Executive of his termination for Cause (as defined below), effective as any of the date of such notice. For purposes of this Agreement, “Cause” shall mean following events has occurred: (i) Executive’s willful failure to substantially perform his duties as an employee indictment of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical or mental illness), (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, (iii) Executive’s conviction Executive of, or the conviction or entry of a plea of guilty or nolo contendere by the Executive to a charge of commission ofany felony, a felony or crime any misdemeanor involving moral turpitude, ; (ivii) Executive’s indictment for the Executive engaging in conduct which constitutes a charge of commission material breach of a felony fiduciary duty or any crime involving moral turpitudeduty of loyalty, provided that the Board including without limitation, misappropriation of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business funds or reputation property of the Company, CSP Operating Partnership, LP (vthe “Operating Partnership”) and their subsidiaries (the Company, the Operating Partnership and their subsidiaries are hereinafter referred to as the “CSG”) other than an occasional and de minimis use of Company property for personal purposes; (iii) the Executive’s 's willful failure or gross negligence in the performance of his dutiesassigned duties for CSG, which failure or gross negligence continues for more than 5 days following the Executive's receipt of written or electronic notice of such willful failure or gross negligence from the Board; (viiv) any act or omission of the Executive purposefully that has a demonstrated and material adverse impact on CSG's reputation for honesty and fair dealing or negligently makes (or has been found any other conduct of the Executive that would reasonably be expected to have made) a false certification result in injury to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any reputation of the terms and conditions of this Agreement CSG; or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (i), (ii), (v) willful failure to cooperate with a bona fide internal investigation or (ixan investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate, destroy or fail to produce documents or other materials. For purposes of this Section 2(b), any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for CSG shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of CSG. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been (i) delivered to the extent Executive a notification stating the reasons for termination and providing the Executive 10 days from delivery of such conduct is notice to cure, if curable, unless the Company shall have notified acts or omissions constituting Cause, and thereafter (ii) delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of the Board, finding that, in writing describing such the good faith opinion of the Board, the Executive has engaged in the conduct and described in this Section 2(b) that has not been cured; provided, that if the Executive is a member of the Board, the Executive shall have failed to cure not vote on such conduct within ten (10) business days after his receipt of such written noticeresolution.
Appears in 1 contract
Cause. The Company may terminate Executive’s employment for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “Cause” shall will mean (i) Executive’s willful failure to substantially perform any act of dishonesty or fraud taken by Executive in connection with his duties or her responsibilities as an employee of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical or mental illness)immaterial, inadvertent acts that are promptly remedied by Executive following notice by the Company, (ii) any act Executive’s breach of fraudthe fiduciary duty or duty of loyalty owed to the Company, misappropriation, dishonesty, embezzlement or similar conduct against material breach of the Company or any subsidiaryduty to protect the Company’s confidential and proprietary information, (iii) Executive’s conviction of, or plea of guilty or nolo contendere to a charge of commission of, a felony or to a crime involving fraud, embezzlement, misappropriation of funds or any other act of moral turpitude, (iv) Executive’s indictment for a charge gross negligence or willful misconduct in the performance of commission of a felony his or any crime involving moral turpitude, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business or reputation of the Companyher duties, (v) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement or a material breach written policy of any the Company; (vi) Executive’s engagement in conduct or activities that result, or are reasonably likely to result, in negative publicity or public disrespect, contempt or ridicule of the Company; (vii) Executive’s failure to abide by the lawful and reasonable directives of the Company; (viii) Executive’s repeated failure to materially perform the primary duties of Executive’s representations position; or (ix) Executive’s death or absence from work due to a disability for a period in excess of ninety (90) days in any twelve month period that qualifies for benefits under the Company’s long-term disability program provided, however, that: a termination of the Executive’s employment pursuant to clause (vii) or clause (viii) of this Agreement. A termination will Section shall not be deemed a termination for “Cause” pursuant to clause (i), (ii), (v) or (ix), to the extent such conduct is curable, unless the Company shall have notified notifies Executive in writing describing such conduct of the alleged failure or breach that the Company claims constitutes Cause, and Executive shall have failed fails to substantially cure such conduct failure or breach within ten thirty (1030) business days after his receipt of such written notice; and provided further, however, that clauses (vii) and (viii) of this Section shall not apply during the pendency of a Change of Control Period and therefore no termination for Cause may be made under such clauses during any such period.
Appears in 1 contract
Samples: Control and Severance Agreement SVP (Nuance Communications, Inc.)
Cause. The Company Board may, with the approval of a majority of the Continuing Directors after a meeting (of which the Executive is provided with at least 10 days prior written notice of the intent of the meeting and the specifics of the grounds for Cause termination being alleged) at which the Executive has been given an opportunity to appear with counsel, terminate the Executive's employment hereunder for Cause. If the Board has reasonable belief that the Executive has committed any act or omission that has resulted in or that may reasonably be expected to result in the occurrence any of the events described in Section 1(e)(iii), the Board may suspend the Executive while it investigates whether to terminate the Executive’s 's employment for “Cause” by providing a Notice of Termination . During any such suspension period (as defined which may not be longer in the aggregate than 12 consecutive months (including any renewals)) (the "Suspension Period") the Executive shall continue to ----------------- receive his Annual Base Salary and the benefits described in Section 7 below) 5(d); provided, that notifies if the Executive of his termination for Cause ultimately is convicted of, pleads no contest to, or receives unadjudicated probation for, any felony (as defined below), effective as of the date of such notice. For purposes of this Agreement, “Cause” shall mean (i) Executive’s willful failure to substantially perform his duties as an employee of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical or mental illness), (ii) any act of crime involving fraud, misappropriationembezzlement, dishonesty, embezzlement misappropriation or similar conduct against the Company or any subsidiary, (iii) Executive’s conviction of, or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in turpitude having a material adverse impact to the business or reputation of on the Company), (v) Executive’s gross negligence in other than as a result of vicarious liability or as a result of a traffic violation, then the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification shall repay to the Company pertaining all amounts of Annual Base Salary paid to its financial statements, (vii) him by the habitual use of drugs or habitual, excessive use of alcohol Company with respect to the extent that Suspension Period. Notwithstanding any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions other provision of this Agreement (or any Option or other equity compensation award agreement) to the contrary, no Option or other equity compensation award held by the Executive shall become vested or exercisable during the Suspension Period; provided, that if the Executive's employment is not ultimately terminated for Cause any Option or other equity compensation award (or portion thereof) that would have otherwise become vested or exercisable during the Suspension Period shall become vested or exercisable following the expiration of the Suspension Period (and not less than 10 business days prior to the Date of Termination). No Bonus shall be payable to the Executive with respect to the Suspension Period (but the Executive shall remain eligible to receive a material breach pro-rata Bonus with respect to any portion of any the fiscal year in which the Suspension Period commences that has elapsed prior to the commencement of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (i), (ii), (v) or (ix)the Suspension Period, to the extent such conduct is curable, unless Bonus would otherwise have been payable to the Executive with respect to such fiscal year pursuant to the terms of the Bonus Plan). The Company shall have notified Executive in writing describing such conduct and Executive shall have failed may terminate the Executive's employment at any time following the commencement of the Suspension Period upon 10 days written notice to cure such conduct within ten (10) business days after his receipt of such written noticethe Executive.
Appears in 1 contract
Cause. The Company may Employer may, at its option, terminate Executive’s employment the Employment Term for “"Cause” " based on objective factors determined in good faith by providing a majority of the Board as set forth in a Notice of Termination (as defined in Section 7 below) that notifies to Executive of his specifying the reasons for termination for Cause (as defined below), effective as and the failure of the Executive to cure the same within ten (10) days after Employer shall have given the Notice of Termination; PROVIDED, HOWEVER, that in the event the Board in good faith determines that the underlying reasons giving rise to such determination cannot be cured, then the ten- (10) day period shall not apply and the Employment Term shall terminate on the date that the Notice of such noticeTermination is given. For purposes of this Agreement, “"Cause” " shall mean (i) Executive’s willful failure to substantially perform his duties as an employee of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical or mental illness), (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, (iii) Executive’s 's conviction of, or plea of guilty or nolo contendere to a charge no contest plea to, or confession of commission guilt of, a felony or other crime involving moral turpitude; (ii) an act or omission by Executive in connection with his employment that constitutes fraud, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitudecriminal misconduct, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business or reputation of the Company, (v) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or duty, dishonesty, gross negligence, malfeasance, willful misconduct or other conduct that is materially harmful or detrimental to Employer; (ixiii) a material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant ; (iv) a continuing failure by Executive to clause (i)perform such duties as are assigned to Executive by Employer in accordance with this Agreement, (ii), other than a failure resulting from a Disability; (v) Executive's knowingly taking any action on behalf of Employer or any of its affiliates without appropriate authority to take such action (ixthe approval of the Executive Chairman shall be deemed appropriate authority), to ; (vi) Executive's knowingly taking any action in conflict of interest with Employer or any of its affiliates given Executive's position with Employer; and/or (vii) the extent such conduct is curable, unless the Company shall have notified commission of an act of personal dishonesty by Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written noticeconnection with Employer that involves personal profit.
Appears in 1 contract
Samples: Employment Agreement (Pharmaceutical Resources Inc)
Cause. The Company may terminate Executive’s employment for “Wherever reference is made in this Agreement to termination being with or without Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “Cause” shall mean (i) the Executive repeatedly refuses or fails to perform any of her duties and responsibilities as determined from time to time by the Board or the Chief Executive Officer, including, without limitation (a) the Executive’s willful failure to substantially perform his duties as an employee persistent neglect of the Company duty or any subsidiary chronic unapproved absenteeism (other than any such failure resulting for a temporary or permanent disability) which remains uncured to the reasonable satisfaction of the Board or the Chief Executive Officer following thirty (30) days’ written notice from incapacity due to physical or mental illness), (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, of such alleged fault and (iiib) the Executive’s conviction ofrefusal to comply with any lawful directive or policy of the Board which refusal is not cured by the Executive within thirty (30) days of such written notice from the Company; provided, or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business or reputation of the Company, (v) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreement. A termination will shall not be for “Cause” pursuant required to give the Executive more than two cure periods with respect to this clause (i), (ii)) the Executive acts (including a failure to act) in a manner which constitutes gross and willful misconduct or gross negligence in the performance of her duties, (iii) the Executive commits a material act of fraud, personal dishonesty or misappropriation relating to the Company or Holdings, (iv) the Executive commits a material act of dishonesty, embezzlement, unauthorized use or disclosure of Confidential Information or other intellectual property or trade secrets, common law fraud or other fraud with respect thereto, (v) a breach by the Executive of a material provision of this Agreement or any other written agreement with the Company, (vi) the Executive’s indictment for or conviction (or the entry of a plea of a nolo contendere or equivalent plea) in a court of competent jurisdiction of a felony or any misdemeanor involving material dishonesty or moral turpitude or (ix)vii) the Executive’s habitual or repeated misuse of, to or habitual or repeated performance of the extent such conduct is curableExecutive’s duties under the influence of, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written noticealcohol or controlled substances.
Appears in 1 contract
Cause. The Company Company, acting by its Board of Directors, may terminate the Executive’s employment for “Cause.” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his A termination for Cause (as defined below), effective as shall mean discharge by the Company by reason of the date of such notice. For purposes of this Agreement, “Cause” shall mean following: (i) the Executive’s willful failure conviction of, or a plea of nolo contendere to, any act which constitutes a felony offense under applicable law in connection with the performance of the Executive’s obligations on behalf of the Company or which affects the Executive’s ability to substantially perform his duties the Executive’s obligations as an employee of the Company or under this Agreement or any subsidiary (other than any such failure resulting from incapacity due to physical non-competition agreement, confidentiality agreement or mental illness), like agreement or covenant between the Executive and the Company or which materially and adversely affects the reputation and business activities of the Company; (ii) any act the Executive’s willful misconduct in connection with the performance of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, Executive’s duties and responsibilities as an employee of the Company; (iii) the Executive’s conviction ofcommission of an act of embezzlement, fraud or plea of guilty dishonesty which results in a loss, damage or nolo contendere injury to a charge of commission of, a felony or crime involving moral turpitude, the Company; (iv) the Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business or reputation of the Company, (v) Executive’s substantial and continuing gross negligence in the performance of his dutiesthe Executive’s duties as an employee of the Company; (v) the Executive’s knowing unauthorized use or unauthorized disclosure of any trade secret or confidential information of the Company which adversely affects the business of the Company; provided, that any disclosure of any trade secret or confidential information of the Company to a third party in the ordinary course of business who signs a confidentiality agreement shall not be deemed a breach of this subsection; (vi) substance or alcohol abuse for which the Executive purposefully fails to undertake and maintain treatment within five (5) calendar days after requested in writing by the Company; or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs Executive’s continuing material failure or habitual, excessive use of alcohol refusal to perform the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of in accordance with the terms and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreement. A termination will Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for “Cause” pursuant to clause Cause for any reason enumerated in this Section 11(b), without (i), (ii), (v) or (ix), written notice provided to the extent Executive not less than fourteen (14) calendar days prior to any final determination of Cause by the Board setting forth the Company’s intention to consider terminating the Executive for Cause and including a statement generally setting forth the basis for such conduct is curable, unless termination for Cause; (h) an opportunity for the Executive to be heard before the Board prior to any final determination of Cause by the Board (it being understood that counsel for the Executive may accompany the Executive to such hearing as an observer); and (iii) a duly adopted resolution of the Board that the actions of the Executive constituted Cause. Any purported termination of employment of the Executive by the Company which does not meet each and every substantive and procedural requirement of this paragraph shall have notified Executive in writing describing he treated for all purposes under this Agreement as a termination of employment without Cause unless and until such conduct substantive and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written noticeprocedural requirements are satisfied.
Appears in 1 contract
Samples: Employment Agreement (Broadview Networks Holdings Inc)
Cause. The Company may terminate Executive’s employment for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “Cause” shall mean (i) Executive’s willful failure to substantially perform his duties as an employee of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical or mental illness), (ii) any act of fraud, misappropriation, material dishonesty, embezzlement or similar conduct against the Company or any subsidiary, (iii) Executive’s conviction of, or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business or reputation of the Company, (v) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a willful breach of fiduciary duty and/or (ix) a willful and material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreement. Agreement A termination will not be for “Cause” pursuant to clause (i), (ii), (v) or (ix), to the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten thirty (1030) business days after his receipt of such written notice. No action or omission shall be treated as willful unless done or not done in bad faith and without reasonable belief it was in the best interests of the Company or its affiliates. Executive may only be terminated for Cause by a resolution of the Board.
Appears in 1 contract
Cause. The Company may terminate Executive’s employment for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, the term “Cause” shall mean means: (i) the Executive’s willful failure to substantially perform his duties “Disability” (as an employee of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical or mental illnesshereinafter defined), ; (ii) any an action or failure to act of by the Executive constituting fraud, misappropriation, dishonesty, embezzlement misappropriation or similar conduct against damage to the Company property or any subsidiary, business of the Corporation or the Company; (iii) Executive’s conviction ofconduct by Executive that amounts to fraud, personal dishonesty or plea breach of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, fiduciary duty; (iv) Executive’s indictment for a charge of commission conviction (from which no appeal may be, or is, timely taken) of a felony or willful violation of any crime involving moral turpitudelaw, provided that the Board of Directors of the Company rule or regulation (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business other than traffic violations or reputation of the Company, similar offenses); (v) the Executive’s gross negligence in the performance breach of any of his duties, obligations hereunder; (vi) the unauthorized use, misappropriation or disclosure by the Executive purposefully of any Confidential Information (as hereinafter defined) of the Corporation or negligently makes (or has been found to have made) a false certification to the Company pertaining or of any confidential information of any other party to its financial statements, whom the Executive owes an obligation of nondisclosure as a result of his relationship with the Corporation and the Company; (vii) the habitual use willful violation of drugs any final cease and desist or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, consent order; (viii) a breach knowing violation by Executive of fiduciary duty and/or federal and state insurance laws or regulations which is likely to have a material adverse effect on the Corporation or the Company, as determined by the Board; (ix) the determination by the Board, in the exercise of its reasonable judgment and in good faith, that Executive’s job performance is substantially unsatisfactory and that he has failed to cure such performance within a material breach by Executive of any reasonable period (but in no event more than thirty (30) days) after written notice specifying in reasonable detail the nature of the terms and conditions of this Agreement or a unsatisfactory performance; (x) Executive’s material breach of any of the Corporation’s or the Company’s written policies; or (xi) the issuance of any order by any supervisory agency with jurisdiction over the Corporation or the Company permanently prohibiting the continued service of the Executive with the Company. No act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s representations action or omission was in this Agreementthe best interests of the Corporation and the Company. A termination will not be for “Cause” Any act or failure to act that is based upon authority given pursuant to clause (i)a resolution duly adopted by the Board, (ii)or upon the advice of legal counsel for the Corporation and the Company, (v) shall be conclusively presumed to be done, or (ix)omitted to be done, to by the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct good faith and Executive shall have failed to cure such conduct within ten (10) business days after his receipt in the best interest of such written noticethe Corporation and the Company.
Appears in 1 contract
Cause. The Company may terminate Executive’s employment for “with the Company may be terminated by the Company with or without Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “Cause” shall mean mean: (i) the continued failure of Executive to perform substantially Executive’s willful failure to substantially perform his duties as an employee of with the Company or any subsidiary of its affiliates or Executive’s material disregard of the directives of the Board (in each case other than any such failure resulting from incapacity due to any medically determined physical or mental illness), impairment) that is not cured by Executive within 20 calendar days 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 or disregarded a directive of the Board; (ii) willful material misrepresentation at any time by Executive to the Board; (iii) Executive’s commission of any act of fraud, misappropriation, dishonesty, misappropriation (other than misappropriation of a de minimis nature) or embezzlement against or similar conduct against in connection with the Company or any subsidiaryof its affiliates or their respective businesses or operations; (iv) a conviction, (iii) Executive’s conviction of, guilty plea or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment Executive for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business dishonesty or reputation of the Company, for any felony; (v) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of her fiduciary duties of loyalty or care to the Company or any of its affiliates or a material violation of the terms Company’s Code of Business Conduct and conditions Ethics or any other material breach of a Company policy, as the same may be amended from time to time; (vi) the engaging by Executive in illegal conduct, gross misconduct, gross insubordination or gross negligence that is materially and demonstrably injurious to the Company’s business or financial condition; or (vii) a material breach by Executive of her obligations under Section 7, 8, 9 or 11 of this Agreement that, in the case of Sections 7, 8 or a material breach of any of Executive’s representations in this Agreement. A termination will 11, is not be for “Cause” pursuant to clause cured (i), (ii), (vif curable) or (ix), to the extent such conduct is curable, unless the Company shall have notified by Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business 20 calendar days after his receipt of written demand for such written noticecure is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has materially breached her obligations.
Appears in 1 contract
Samples: Employment Agreement (Global Power Equipment Group Inc.)
Cause. The Company This Agreement may terminate Executive’s employment be terminated for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination cause at the Company's option, at any time. Cause shall mean, for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “Cause” shall mean the Physicianls: (i) Executive’s material breach of any provision of this Agreement; (ii) willful failure refusal to substantially perform his duties as any duty directed by the Company's Board of Directors or a supervising officer, an employee executive of the Company or any subsidiary authorized delegates, which is reasonably within the scope of the Physician's duties; (other than iii) misappropriation of assets or business opportunities of the Company for personal or non-Company use; (iv) conviction of any such failure resulting from incapacity due to physical or mental illness), criminal act except for a minor traffic offense; (iiv) any act commission of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, (iii) Executive’s conviction ofembezzlement, or plea breach of guilty trust relating to or nolo contendere to a charge arising out of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business or reputation of his relationship with the Company, (v) Executive’s gross negligence in the performance of his duties, its subsidiaries and affiliates; (vi) Executive purposefully revocation or negligently makes suspension of Physician's license to practice medicine under the laws of the State of Florida after appeal rights have been exhausted (or provided that a good faith and probable appeal has been found to have made) a false certification to the Company pertaining to its financial statements, ); (vii) the habitual use inability to obtain adequate professional liability coverage in accordance with Section 3(e) of drugs or habitual, excessive use of alcohol this Agreement due to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s Physician's claims history or fault; (viii) failure or inability to competently and adequately perform his duties under this AgreementAgreement as determined by the Company's Board of Directors, (viii) a breach of fiduciary duty and/or exercisable in its reasonable discretion; or, (ix) a material Physician's breach by Executive of any his obligations contained in Section 11(a) of this Agreement. Prior to the terms and conditions Company's termination of this Agreement for cause under Section 10(c)(ii, vi or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (iviii), the Company shall first have provided Physician with at least thirty (ii)30) days prior written notice and Physician shall have not, within that thirty (v30) or (ix)days remedied, to the extent such conduct is curableCompany's reasonable satisfaction, unless the basis of that termination. The Company shall have notified Executive no further obligation under this Agreement to make any payments to, or bestow any benefits on, the Physician from and after the date of the Physician's termination under this provision, other than as provided in writing describing such conduct Section 10(e). This Agreement may be terminated for cause at the Physician's option, for the Company's failure to materially perform its obligations to the Physician under this Agreement after the Company has received at least thirty (30) days prior written notice of that material failure and Executive shall have the Company has failed within that thirty (30) day period to cure such conduct within ten (10) business days after his receipt of such written noticeremedy that substantial failure to the Physician's reasonable satisfaction.
Appears in 1 contract
Cause. The Company may terminate Termination of the Executive’s 's employment for “"Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “Cause” " shall mean termination because (i) Executive’s willful failure to substantially perform the Executive intentionally engages in dishonest conduct in connection with his duties as an employee performance of services for the Company Corporation or any subsidiary (other than any such failure the Bank resulting from incapacity due to physical or mental illness), in his conviction of a felony; (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, (iii) Executive’s conviction Executive is convicted of, or plea of pleads guilty or nolo contendere to a charge of commission ofto, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude; (iii) the Executive willfully fails or refuses to perform his duties under this Agreement and fails to cure such breach within fifteen (15) days following written notice thereof from the Corporation or the Bank; (iv) the Executive breaches his fiduciary duties to the Corporation or the Bank for personal profit; or (v) the Executive willfully breaches or violates any law, provided rule or regulation (other than traffic violations or similar offenses), or final cease and desist order in connection with his performance of services for the Corporation or the Bank, and fails to cure such breach or violation within fifteen (15) days following written notice thereof from the Corporation or the Bank. For purposes of this section, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Board Executive's action or omission was in the best interests of the Corporation or the Bank. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Boards or based upon the written advice of counsel for the Corporation or the Bank shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Corporation or the Bank. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause without (I) reasonable written notice to the Executive setting forth the reasons for the Employers' intention to terminate for Cause, (ii) an opportunity for the Executive, together with his counsel, to be heard before the Boards of Directors of the Company Employers, and (iii) thereafter delivery to the “Board”) determines Executive of a Notice of Termination from the Boards of Directors of the Employers finding that, in the good faith that opinion of such indictment would result in a material adverse impact to the business or reputation Boards upon vote of at least 75% of the Companymembers of each Board, (v) Executive’s gross negligence in the performance Executive was guilty of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (i), (ii), (v) or (ix), to the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written noticeset forth above.
Appears in 1 contract
Cause. If the Executive's employment is terminated for Cause, as described below in this Paragraph, the Executive shall not be eligible for Severance Benefits and all rights of the Executive and obligations of the Company and Holdings under this Agreement shall expire. Cause means: A. The Executive committed an act constituting a felony and resulting, or that was intended to result, directly or indirectly, in the Executive's substantial personal gain or personal enrichment at the expense of the Company; or B. The Executive willfully engaged in gross misconduct that was or could have been materially and demonstrably injurious to the Company, as determined by the board of directors. "Willfully" means that the Executive did not have a good faith or reasonable belief that the act or omission was in the best interest of the Company; or C. The Executive was grossly inattentive to or in a grossly negligently manner failed to competently perform Executive's job duties, and the failure was not cured after forty-five (45) calendar days' written Notice from the Company. Anything in this Paragraph 7 to the contrary notwithstanding, the termination of the Executive's employment by the Company may terminate is not considered to have been for Cause if the termination resulted from: (i) An act or omission by the Executive that the Executive reasonably believed in good faith to have been in the interests of the Company or not opposed to such interests; or (ii) Any act or omission for which the Executive could be found to have met the applicable standard of conduct prescribed for indemnification, reimbursement, or payment of expenses under the practices of the Company pursuant to the laws of the State of Michigan, or under the director's and officers' liability insurance of the Company (if any) in each case as in effect on the Effective Date; or (iii) The Company's discovery that the Executive is looking for other employment while still working for Company. Any termination of the Executive’s 's employment by the Company for “Cause” Cause shall be communicated by providing a Notice of Termination (as defined to the Executive. The Notice of Termination shall be a written notice indicating the specific termination provision in Section 7 below) that notifies Executive of his this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “Cause” shall mean (i) Executive’s willful failure to substantially perform his duties as an employee of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical or mental illness), (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, (iii) Executive’s conviction of, or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business or reputation of the Company, (v) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties 's employment under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreementprovision. A termination will not be for “Cause” pursuant to clause (i), (ii), (v) or (ix), to the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written notice7 <PAGE> 8.
Appears in 1 contract
Samples: Change of Control Agreement
Cause. The Company may terminate Executive’s employment for “Cause” by providing a Cause (as defined below), effective as of the date of the Notice of Termination (as defined in Section 7 below) that notifies Executive of his Executive’s termination for Cause (as defined below)Cause. “Cause” shall mean, effective as of the date of such notice. For for purposes of this Agreement, “Cause” shall mean : (i) the continued failure by Executive to use good faith efforts in the performance of Executive’s willful failure to substantially perform his duties as an employee of the Company or any subsidiary under this Agreement (other than any such failure resulting from incapacity due to physical Disability or mental illnessother allowable leave of absence), ; (ii) any act the criminal felony indictment (or non-U.S. equivalent) of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, Executive by a court of competent jurisdiction; (iii) Executive’s conviction ofthe engagement by Executive in misconduct that has caused, or, is reasonably likely to cause, material harm (financial or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (ivotherwise) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business Company, including (A) the unauthorized disclosure of material secret or reputation Confidential Information (as defined in Section 10(d) below) of the Company, (B) the debarment of the Company by the U.S. Food and Drug Administration or any successor agency (the “FDA”) or any non-U.S. equivalent, or (C) the registration of the Company with the U.S. Drug Enforcement Administration of any successor agency (the “DEA”) being revoked; (iv) the debarment of Executive by the FDA; (v) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a continued material breach by Executive of this Agreement; (vi) any of the terms and conditions of this Agreement or a material breach by Executive of a Company policy; (vii) any material breach by Executive of a Company policy related to sexual or other types of harassment or abusive conduct, which breach is injurious to the Company; or (viii) Executive making, or being found to have made, a certification relating to the Company’s financial statements and public filings that is known to Executive to be false. Notwithstanding the foregoing, prior to having Cause for Executive’s representations termination (other than as described in this Agreement. A termination will not be for “Cause” pursuant to clause (i), clauses (ii), (viv) or and (ixvii) above), to the extent such conduct is curable, unless the Company shall have notified must deliver a written demand to Executive in writing describing which specifically identifies the conduct that may provide grounds for Cause within ninety (90) calendar days of the Company’s actual knowledge of such conduct conduct, events or circumstances, and Executive shall must have failed to cure such conduct (if curable) within ten thirty (1030) business days after his receipt such demand. References to the Company in subsections (i) through (viii) of such written noticethis paragraph shall also include affiliates of the Company.
Appears in 1 contract
Cause. The Company may shall have the right to terminate the Executive’s 's employment for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreementhereof, “a termination by the Company for "Cause” " shall mean termination by action of a majority of the non-management membership of the Board at a meeting duly called and held upon at least fifteen (15) days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of (i) the Executive’s willful failure to substantially perform his duties as an employee 's conviction of, or plea of guilty or nolo contendere to, (A) any felony (whether or not involving the Company or any subsidiary of its subsidiaries) or (B) any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) habitual intoxication, the use of illegal drugs, or the abuse of chemical substances by the Executive, (iii) fraud or other willful misconduct by the Executive in respect of the Executive's obligations under this Agreement, (iv) willful and continued failure of the Executive to perform substantially the Executive's duties (as contemplated by Section 1 of this Agreement) with the Company (other than any such failure resulting from incapacity due to physical or mental illnessillness or following the Executive's delivery of a Notice of Termination (as defined in Section 4(f)) for Good Reason), (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against after a written demand for substantial performance is delivered to the Company or any subsidiary, (iii) Executive’s conviction of, or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that Executive by the Board of Directors or the Chief Executive Officer of the Company that specifically identifies the manner in which the Board or the Chief Executive Officer of the Company believes that the Executive has not substantially performed the Executives duties, (v) the “Board”) determines willful engaging by the Executive in good faith that such indictment would result in gross misconduct or a material adverse impact violation of the Company's code of conduct or corporate policies, or (vi) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board following thirty days prior written notice to the business Executive of the Executive's refusal to perform, or reputation failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate specific written directions from the Board, which directions are consistent with the provisions of this Agreement. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive intentionally and without the Executive's reasonable belief that the Executive's action or inaction was in the best interests of the Company, (v) Executive’s gross negligence in the performance and shall not include failure to act by reason of his duties, (vi) Executive purposefully total or negligently makes (partial incapacity due to physical or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (i), (ii), (v) or (ix), to the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written noticemental illness.
Appears in 1 contract
Cause. The Company may terminate Executive’s employment for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “Cause” shall mean mean: (i) the Executive’s willful and continued failure to substantially perform his your duties as an employee of with the Company or any subsidiary (other than any such failure resulting from incapacity due Disability or occurring after issuance by you of a notice of termination for Good Reason), after a written demand for performance is delivered to physical or mental illness)the Executive, which demand specifically identifies the manner in which the Executive has not substantially performed the Executive’s duties, and which gives the Executive at least 30 days to cure such alleged deficiencies, (ii) any act of fraud, misappropriation, the Executive’s willful misconduct or dishonesty, embezzlement or similar conduct against which is demonstrably and materially injurious to the Company or any subsidiaryof its affiliates, monetarily, reputationally, or otherwise, (iii) the Executive’s engaging in egregious misconduct involving serious moral turpitude to the extent that the Executive’s credibility and reputation no longer conforms to the standard of officers of the Company or any of its affiliates, (iv) the Executive’s refusal or failure to substantially comply with the Company’s human resources rules, policies, directions and/or restrictions relating to harassment and/or discrimination, or to substantially comply with the Company’s compliance or risk management rules, policies, directions and/or restrictions (including, without limitation, the Company’s Code of Business Conduct); (v) the Executive’s loss of any license or registration that is necessary for the Executive to perform the Executive’s duties, or commission of any act that could result in the legal disqualification of the Executive from being employed by the Company or an affiliate; (vi) the Executive’s failure to cooperate with the Company or an affiliate, in any internal investigation or administrative, regulatory or judicial proceeding; or (vii) the Executive’s conviction of, or plea of guilty or nolo contendere to a charge of commission ofto, a felony or other crime involving moral turpitude. In addition, (iv) the Executive’s indictment employment shall be deemed to have terminated for Cause if, within twelve (12) months after the Executive’s employment has terminated, facts and circumstances are discovered that would have justified a charge of commission of a felony or any crime involving moral turpitudetermination for Cause; provided, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact case, and to the business extent the Executive received severance payments or reputation of benefits under this Agreement that Executive is not entitled to under a termination for Cause, the Company, (v) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found shall be required to have made) a false certification pay back to the Company pertaining to its financial statements, any such severance payments and benefits (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (ivalue thereof), or forfeit such payments and benefits, including, without limitation, any equity-based compensation (ii)or proceeds thereon) that would not have otherwise been received by Executive; provided, (v) or (ix)further, to and without limiting the extent such conduct is curablepreceding, unless the Company shall have notified the right to offset any other amounts payable to the Executive by the Company or its affiliates for any amounts that Executive may owe the Company. The Company shall make any decision that Cause exists in good faith. For purposes of this Agreement, no act or failure to act on Executive’s part shall be considered “willful” unless it is done, or omitted to be done, by Executive in writing describing such conduct bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the Company or any successor or affiliate. Subject to applicable law, any act, or failure to act, on Executive’s part, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company or any successor or affiliate shall be conclusively presumed to be done, or omitted to be done, in good faith and Executive shall have failed to cure such conduct within ten (10) business days after his receipt in the best interests of such written noticethe Company or any successor or affiliate thereof.
Appears in 1 contract
Samples: Form of Severance Benefit Agreement (SPX Technologies, Inc.)
Cause. The Company may terminate this Agreement and the Executive’s employment hereunder for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “Cause” shall mean mean: (i) any act of material insubordination on the part of the Executive’s willful failure ; (ii) the engaging by the Executive in misconduct, including but not limited to, any type of sexual harassment which is materially and demonstrably injurious to substantially perform his duties as an employee of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical of its divisions, subsidiaries or mental illness)affiliates, (ii) any act of fraud, misappropriation, dishonesty, embezzlement monetarily or similar conduct against the Company or any subsidiary, otherwise; (iii) Executive’s any conviction of, or plea of guilty or nolo contendere to, the Executive with respect to a charge of commission of, felony (other than a felony or crime involving moral turpitude, traffic violation); (iv) Executive’s indictment for a charge the commission (or attempted commission) of commission any act of a felony fraud or any crime involving moral turpitude, provided that dishonesty by the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact Executive which is materially detrimental to the business or reputation of the CompanyCompany or any of its divisions, subsidiaries or affiliates; (v) Executivethe engaging by the Executive in an act or series of acts constituting misconduct resulting in a misstatement of the Company’s gross negligence in financial statements due to material non-compliance with any financial reporting requirement within the performance meaning of his duties, Section 304 of The Sarbanes Oxley Act of 2002; (vi) Executive purposefully the Executive’s breach of any of the covenants set forth in Article IV of this Agreement; or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use Executive’s refusal to follow reasonable and lawful directives of drugs or habitual, excessive use the Board of alcohol Directors without a valid reason for such refusal. The right of the Company to terminate this Agreement for “Cause” shall be distinct from and shall not limit any remedies available under law to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) Company for a material breach by the Executive of any of the terms and conditions of his obligations under this Agreement or a material breach of any of Executive’s representations in this Agreement(“Material Breach”). A termination will for Cause shall not take effect unless there is compliance with the provisions of this paragraph. Executive shall be given written notice by the Company of its intention to terminate him for “Cause” pursuant , such notice (A) to clause state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (i), (ii), (vB) to be given within 90 days of the Company's learning of such act or (ix)acts or failure or failures to act. Executive shall have 20 days after the date that such written notice has been given to him in which to cure such conduct, to the extent such conduct cure is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed possible. If he fails to cure such conduct conduct, Executive shall then be entitled to a hearing before the Board. Such hearing shall be held within ten (10) business 25 days after his receipt of such notice to Executive, provided he requests such hearing within 10 days of the written noticenotice from the Company of the intention to terminate him for Cause. If, within five days following such hearing, Executive is furnished written notice by the Board confirming that, in its judgment, grounds for Cause on the basis of the original notice exist, he shall thereupon be terminated for Cause.
Appears in 1 contract
Samples: Employment Agreement (Infinity Property & Casualty Corp)
Cause. The Company may terminate Executive’s employment for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “Cause” shall mean means: (i) Executive’s willful failure to substantially perform his assigned duties or responsibilities as an employee of the Company or any subsidiary (other than any such a failure resulting from incapacity due to (x) Executive’s Disability, (y) any medically determinable physical or mental illness)impairment for which Executive is receiving income replacement benefits under a Company sponsored short-term or long-term disability plan, or (z) any medically determinable physical or mental impairment for which Executive is on a Company-approved leave of absence) after written notice thereof from the Company describing Executive’s failure to perform such duties or responsibilities; (ii) Executive intentionally engaging in any act of fraud, misappropriation, dishonesty, embezzlement fraud or similar conduct against misrepresentation with respect to the Company or any subsidiary, Company; (iii) Executive’s conviction of, violation of any federal or plea state law or regulation applicable to the business of guilty the Company or nolo contendere its affiliates that the Board determines to a charge be likely to injure the operations or reputation of commission of, a felony the Company or crime involving moral turpitude, prevent Executive from being able to perform the duties of Executive’s position; (iv) Executive’s indictment for a charge material breach of commission of a felony any confidentiality agreement or invention assignment agreement (including, but not limited to, the Confidential Information Agreement) between Executive and the Company (or any affiliate of the Company); (v) Executive being convicted of, or entering a plea of nolo contendere to, (x) any crime involving moral turpitude, provided that the Board of Directors of determines to be likely to injure the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business operations or reputation of the CompanyCompany or prevent Executive from being able to perform the duties of Executive’s position, (vy) any felony, or (z) any crime of moral turpitude; or (vi) Executive’s gross negligence in the performance material violation of his duties, (vi) Executive purposefully any material written Company policy or negligently makes (or procedure that has been found to have made) a false certification provided to the Company pertaining to its financial statementsExecutive. For purposes of clarity, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreementtermination of employment due to death or Disability is not, (viii) by itself, deemed to be a breach of fiduciary duty and/or (ix) termination by the Company other than for Cause or a material breach by Executive resignation for Good Reason. In the event of any of the terms and conditions of this Agreement or a material alleged breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (i) of this Section 10(a), (ii)the Company will first give Executive written notice which specifically identifies the manner in which the Board believes that the Executive’s conduct constitutes the alleged failure to perform and, (v) or (ix), to the extent such conduct is if curable, unless Executive will have the opportunity to correct the deficiency within a period of fifteen (15) days, before the Company shall can proceed with a termination for Cause under such clause (i) of this Section 10(a); provided, however, that in any given twelve (12) month period, Executive will have notified Executive in writing describing such conduct and Executive shall have failed no more than one (1) opportunity to cure such conduct within ten a failure to perform under clause (10i) business days after his receipt of such written noticethis Section 10(a).
Appears in 1 contract
Samples: Employment Agreement (TrueCar, Inc.)
Cause. The Company may terminate Executive’s employment for “Wherever reference is made in this Agreement to termination being with or without Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “Cause” shall mean (i) the Executive repeatedly refuses or fails to perform any of his duties and responsibilities as determined from time to time by the Board or the Chief Executive Officer, including, without limitation (a) the Executive’s willful failure to substantially perform his duties as an employee persistent neglect of the Company duty or any subsidiary chronic unapproved absenteeism (other than for a temporary or permanent disability) which remains uncured to the reasonable satisfaction of the Board or the Chief Executive Officer following thirty (30) days’ written notice from the Company of such alleged fault and (b) the Executive’s refusal to comply with any lawful directive or policy of the Board which refusal is not cured by the Executive within thirty (30) days of such failure resulting written notice from incapacity due the Company; provided, that the Company shall not be required to physical or mental illnessgive the Executive more than two cure periods with respect to this clause (i), (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, Executive acts (iiiincluding a failure to act) Executive’s conviction of, or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business manner which constitutes gross and willful misconduct or reputation of the Company, (v) Executive’s gross negligence in the performance of his duties, (viiii) the Executive purposefully commits a material act of fraud, personal dishonesty or negligently makes (or has been found to have made) a false certification misappropriation relating to the Company pertaining to its financial statementsor Holdings, (iv) the Executive commits a material act of dishonesty, embezzlement, unauthorized use or disclosure of Confidential Information or other intellectual property or trade secrets, common law fraud or other fraud with respect thereto, (v) a breach by the Executive of a material provision of this Agreement or any other written agreement with the Company, (vi) the Executive’s indictment for or conviction (or the entry of a plea of a nolo contendere or equivalent plea) in a court of competent jurisdiction of a felony or any misdemeanor involving material dishonesty or moral turpitude or (vii) the Executive’s habitual use of drugs or habitualrepeated misuse of, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the or habitual or repeated performance of the Executive’s duties under this Agreementthe influence of, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement alcohol or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (i), (ii), (v) or (ix), to the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written noticecontrolled substances.
Appears in 1 contract
Cause. The Company may terminate Executive’s employment for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, term “Cause” shall mean the Participant’s: (iA) Executive’s willful failure dishonesty or fraud with respect to substantially perform his duties as an employee the business affairs of the Company and its direct and indirect subsidiaries (collectively, “Logitech”); (B) intentional falsification of any employment or Logitech records; (C) misappropriation of or intentional damage to the business or property of Logitech, including (but not limited to) the improper use or disclosure of the confidential or proprietary information of Logitech (excluding misappropriation or damage that results in a loss of little or no consequence to the business or property of Logitech); (D) conviction (including any subsidiary (other than any such failure resulting from incapacity due to physical or mental illness), (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, (iii) Executive’s conviction of, or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (ivcontendere) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitudethat, provided that in the judgment of the Board (excluding the Participant, as applicable), materially impairs the Participant's ability to perform his or her duties for Logitech or adversely affects Logitech’s standing in the community or reputation; (E) willful misconduct that is injurious to the reputation or business of Directors Logitech; or (F) refusal or willful failure to perform any assigned duties reasonably expected of a person in his or her position (excluding during any statutory leaves of absence as permitted by law, and with reasonable accommodations for any disability required by law) after receipt of written notice by the Chief Executive Officer or Executive Chairman of the Company or Employer of such refusal or failure and a reasonable opportunity to cure (as described below). The Participant shall be given written notice by the “Board”Employer of its intention to terminate the Participant for Cause, which notice (a) determines in good faith that such indictment would result in a material adverse impact to shall state with particularity the business or reputation grounds on which the proposed termination for Cause is based and (b) shall be given no later than (i) ninety (90) days after the occurrence of the Company, (v) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes event giving rise to such grounds (or has been found to have madeninety (90) a false certification to days after such later date as represents the actual knowledge by an executive officer of the Company pertaining to its financial statements, or Employer (viiexcluding the Participant) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (i), (ii), (vgrounds) or (ixii) such longer or shorter period imposed by applicable laws. The termination shall be effective upon the Participant's receipt of such notice; provided, however, that with respect to subsection (F) of this Section (d)(ii), the Participant shall have thirty (30) days (or such longer or shorter period imposed by applicable laws) after receiving such notice in which to cure any refusal or willful failure to perform (to the extent such conduct cure is curable, unless possible). If the Company shall have notified Executive in writing describing such conduct and Executive shall have failed Participant fails to cure such conduct failure to perform within ten such thirty-day (1030-day) business days after his receipt of such written noticeor legally applicable period, the Participant’s employment with the Employer (and Service to the Company) shall thereupon be terminated for Cause.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Logitech International S.A.)
Cause. The Company may terminate the Executive’s employment hereunder for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice”. For purposes of this Agreement, “Cause” the Company shall mean have Cause to terminate the Executive’s employment hereunder upon (i) habitual or material neglect of Executive’s willful failure duties set forth in Section 3, including but not limited to substantially perform his Executive’s excessive absence from duty; (ii) the commission by the Executive of an act of fraud against the Company or any affiliate; (iii) the unauthorized disclosure of confidential proprietary information of the Company or any affiliate which disclosure the Executive knows or reasonably should have known could have the potential to damage the Company or any affiliate; (iv) a breach of one or more of the following duties to the Company: (a) the duty not to take actions that would reasonably be viewed by the Company as placing the Executive’s interest in a position adverse to the interest of the Company, which breach, if curable, is not remedied within thirty (30) days after the Executive’s receipt of written notice thereof; provided, however, that the Company need not permit the Executive to cure any such breach that has been the subject of a prior written notice; or (b) the duty not to engage in self-dealing with respect to the Company’s assets, properties or business opportunities, which breach, if curable, is not remedied within thirty (30) days after the Executive’s receipt of written notice thereof; provided, however, that the Company need not permit the Executive to cure any such breach that Table of Contents has been the subject of a prior written notice; (v) a conviction of the Executive (or a plea of nolo contendere in lieu thereof) to a felony or an offence involving moral turpitude); (vi) misconduct as an employee of the Company Company, including, but not limited to, demonstratably wilful and deliberate violation by the Executive of written policies or directives of the Company, which policies do not require the Executive to engage in illegal conduct or violate reasonable business ethical standards; (vii) an act of gross negligence or willful misconduct in the performance of the Executive’s duties to the Company; or (viii) failure to report or disclose to the Executive’s manager or to any subsidiary (other than any such failure resulting from incapacity due to physical or mental illness), (ii) senior officer material information regarding any act of fraud, misappropriation, dishonesty, embezzlement fraud that the Executive knows or similar conduct against reasonably should have known is reasonably likely to have the potential to damage the Company or any subsidiary, (iii) Executive’s conviction of, or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business or reputation of the Company, (v) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (i), (ii), (v) or (ix), to the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written noticeaffiliate.
Appears in 1 contract
Samples: Stock Purchase Agreement (Factset Research Systems Inc)
Cause. The Company may terminate Executivethe Employee’s employment for “Cause” by providing a Notice of Termination , in which case (as defined in Section 7 belowsubject to applicable law) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such noticeemployment shall cease immediately. For purposes of this Agreement, termination for “Cause” shall mean and include: (ia) Executive’s willful failure conviction of any felony involving moral turpitude affecting the Company or its subsidiaries; (b) action taken by the Employee intentionally to substantially perform his duties as an employee harm the Company; (c) embezzlement of funds of the Company or any subsidiary its subsidiaries; (d) falsification of records or reports; (e) ownership, direct or indirect, of an interest in a person or entity (other than any such failure resulting from incapacity due to physical a minority interest in a publicly traded company) in competition with the products or mental illness), (ii) any act services of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiaryits subsidiaries, (iii) Executiveincluding those products or services contemplated in a plan adopted by the Company’s conviction of, or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors Directors; (f) any breach of the Employee’s fiduciary duties or duties of care to the Company (the “Board”) determines except for conduct taken in good faith that such indictment would result in a material adverse impact to the business or reputation of the Company, (vfaith) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (i), (ii), (v) or (ix)which, to the extent such conduct breach is curable, unless has not been cured by Employee within fifteen (15) days after its receipt of notice thereof from Company containing a description of the breach or breaches alleged to have occurred; (g) any material breach of this Agreement which has not been cured by Employee within fifteen (15) days after its receipt of notice thereof from Company containing a description of the breach or breaches alleged to have occurred; (h) any breach of the Proprietary Information, Non-Competition and Assignment of Inventions Agreement in the form attached hereto as Exhibit B, by the Employee; and (i) any other act or omission that constitutes “cause” under the laws of any jurisdiction in which the Company shall have notified Executive conducts its business and in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt which the Employee is employed at the time of such written noticeact. In the event of termination for Cause, the Employee’s entitlement to severance pay will be subject to Sections 16 and 17 of the Severance Pay Law 5713 – 1953 (the “Severance Law”).
Appears in 1 contract
Samples: Employment Agreement (Biocancell Therapeutics Inc.)
Cause. The Company Any one or more of the following events or conditions shall constitute "Cause" for purposes of this Letter: the Employee's (i) failure or refusal to follow, after receipt of written notice and an opportunity to cure, any written rules or policies of PTI, (ii) embezzlement, theft, misappropriation of assets or property (tangible or intangible) of PTI, or material dishonesty; (iii) gross negligence, misconduct, fraud, or breach of fiduciary duty to PTI; (iv) violation of federal or state securities laws; (v) breach of this Agreement or any other agreement with PTI; (vi) unauthorized disclosure or use of any trade secret or confidential information of PTI; (vii) act(s) creating adverse publicity for PTI; (viii) breach of any of your representations to PTI; or (ix) conviction, including a plea of guilty or nolo contendere, of a felony or any other crime involving moral turpitude. Any reference to PTI in this provision shall also include the parent company of PTI, as well as any and all subsidiaries and affiliates of PTI. By You You may terminate Executive’s your employment with PTI for “Cause” by providing a Notice any reason upon 90 days' written notice to PTI. In the event of Termination (as defined in Section 7 below) that notifies Executive such termination, PTI may relieve you of his termination for Cause (as defined below)any or all duties at any time prior to the expiration of the 90-day notice period, effective as and shall have no further obligation or liability to you relating to your employment, other than the Accrued Payment through the last day of such notice period. Subsequent to the date of such notice, no stock options shall vest and you shall not be entitled to any further or continued payment of insurance premiums. For purposes of this Agreement, “Cause” shall mean (i) Executive’s willful failure to substantially perform his duties as an employee of By the Company or any subsidiary (other than for Cause At any time, PTI may terminate your employment other than for cause upon 30 days' written notice, and may relieve you of any or all duties at any time prior to the expiration of such failure resulting 30-day notice period. In the event of such termination, you will be eligible to receive severance payments in an amount equal to your Annual Salary from incapacity due your Termination Date through December 31, 2011 (the "Severance Payments"). Your eligibility to physical or mental illness)receive the Severance Payments shall be subject to, and conditioned upon, (iia) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, (iii) Executive’s conviction of, or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission your execution of a felony or any crime involving moral turpitude, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result separation agreement in a material adverse impact form and scope mutually acceptable to the business or reputation you and PTI that includes a full release of the Companyclaims, and (vb) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes your continued compliance with the performance of Executive’s duties your obligations under this Agreementletter and such other obligations which by their nature shall survive the termination of your employment. Other than the Severance Payments and the Accrued Payment, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (i), (ii), (v) or (ix), to the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct no obligations to you upon termination of employment other than for cause and Executive you shall not be entitled to any further or continued payment of insurance premiums. Notwithstanding however, that any stock options which have failed to cure such conduct within ten (10) business days after his receipt of such written noticenot fully vested per the vesting schedule through January 1, 2011, shall vest immediately upon the Termination date.
Appears in 1 contract
Samples: Par Technology Corp
Cause. The Company may terminate Executive’s employment for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this AgreementBonus Letter, “Cause” shall mean (i) Executive’s willful failure has both the meaning ascribed to substantially perform his duties as an employee of such term in your change in control or similar agreement with the Company or any subsidiary of the Company (other than any such failure resulting from incapacity due to physical or mental illnessan “Individual Agreement”), if any, plus “Cause” also means the occurrence of any of the following circumstances: (iii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, (iii) Executive’s conviction ofyour indictment for, or plea of guilty or nolo contendere to a charge of commission ofto, a felony or a crime involving dishonesty, fraud, or moral turpitude, ; (ivii) Executive’s indictment for a charge of commission of a felony conduct by you that brings the Company or any crime involving moral turpitude, provided that the Board of Directors subsidiary or affiliate of the Company into public disgrace or disrepute; (the “Board”iii) determines you commit an act that is not, or a series of acts that are not, taken in good faith that and the commission of such indictment would result act or series of acts results in a material adverse impact injury to the business or reputation of the Company, ; (iv) gross negligence or gross misconduct by you with respect to the Company or any subsidiary or affiliate of the Company; (v) Executive’s gross negligence in you commit an act or series of repeated acts of dishonesty that are materially inimical to the performance best interests of his duties, the Company; (vi) Executive purposefully or negligently makes you fail to follow the lawful directions of your direct supervisor, which is not cured within three days after written notice thereof to you; (or has been found vii) other than as a result of Disability, you consistently fail to have made) a false certification perform your duties and responsibilities to the Company pertaining to its financial statements, (vii) and the habitual use failure continues for 15 days after the Company has advised you in writing of drugs that failure; or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach you have materially breached any provision of fiduciary duty and/or (ix) a material breach by Executive of this Bonus Letter or any other agreement between you and the Company or any subsidiary or affiliate of the terms Company and conditions the breach has not been cured in all substantial respects within 30 days after the Company has advised you in writing of the nature of the breach. The Company will, unless otherwise provided in your Individual Agreement, have the sole discretion to determine whether Cause exists for purposes of this Agreement or a material breach of any of Executive’s representations in this Agreement. A termination Bonus Letter, and its reasonable determination will not be for “Cause” pursuant to clause (i), (ii), (v) or (ix), to the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written noticefinal.
Appears in 1 contract
Samples: Personal and Confidential (DDR Corp)
Cause. The Company may terminate the Executive’s 's employment for “"Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his ." A termination for Cause (as defined below), effective as of is a termination evidenced by a finding adopted in good faith by the date of such notice. For purposes of this Agreement, “Cause” shall mean Board that the Executive (i) Executive’s willful failure willfully and continually failed to substantially perform his duties as an employee of with the Company or any subsidiary (other than any such a failure resulting from the Executive's incapacity due to physical or mental illness)) and such failure continues after written notice to the Executive providing a reasonable description of the basis for the determination that the Executive has failed to perform his duties, (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against indicted for a criminal offense other than misdemeanors not disclosable under the Company or any subsidiaryfederal securities laws, (iii) Executive’s conviction ofhas breached this Agreement in any material respect and such breach is not susceptible to remedy or cure or has not already materially damaged the Company, or plea is susceptible to remedy or cure and no such damage has occurred, is not cured or remedied reasonably promptly after written notice to the Executive providing a reasonable description of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitudethe breach, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that engaged in conduct to the Board of Directors material detriment of the Company (that is dishonest, fraudulent, unlawful or grossly negligent or which is not in compliance with the “Board”) determines Company's Code of Conduct or similar applicable set of standards or conduct and business practices set forth in good faith that such indictment would result in a material adverse impact writing and provided to the Executive prior to such conduct, or (v) any regulatory authority, gaming commission, lottery agency or similar authority in any jurisdiction in which the Company is conducting business or reputation intends to submit a proposal or conduct business finds the Executive unsuitable or unfit to continue to act as a representative, officer, director or employee of the Company, the Company has received notice from such authority of such a finding or the Executive fails to file appropriate applications with, provide requested information to, or otherwise fails to cooperate with, any such authority. No act, nor failure to act, on the Executive's part, shall be considered "willful" for purposes of (vi) Executive’s gross negligence above unless he has acted or failed to act with an absence of good faith and without a reasonable belief that his action or failure to act was in the performance best interest of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification the Company. Notwithstanding anything contained in this Agreement to the Company pertaining contrary, no failure to its financial statements, (vii) perform by the habitual use Executive after Notice of drugs or habitual, excessive use Termination is given by the Executive shall constitute Cause for purposes of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreement. A termination Termination for Cause shall be by action of the Chairman of the Board after giving the Executive and his legal advisors an opportunity to meet with the Chairman of the Board, contest the basis for termination, and to demonstrate that the Executive's continued employment is in the best interests of the Company. In addition, the Company may require that the Executive take a paid leave of absence if the Chairman of the Board determines that there is a reasonable basis to believe that a regulatory authority, gaming commission, lottery agency or similar authority may likely find the Executive unsuitable or unfit or there are serious concerns regarding the honesty, integrity or possible misconduct of the Executive. During the leave of absence the Executive will not be for “Cause” pursuant entitled to clause (i), (ii), (v) or (ix), demonstrate to the extent Chairman of the Board that such conduct is curableconcerns are unfounded. However, unless if at any time following three months after the start of the leave of absence, the Chairman of the Board reasonably determines that a continuation of the Executive's employment will jeopardize the good standing of the Company shall have notified with any such authority, commission or agency, the Company may terminate the Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written noticefor Cause.
Appears in 1 contract
Samples: Employment Agreement (Video Lottery Technologies Inc/De)
Cause. The Company may terminate Executive’s employment for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “"Cause” " shall mean mean: (i) the Executive’s 's willful and continued failure to substantially perform his your duties as an employee of with the Company or any subsidiary (other than any such failure resulting from incapacity due Disability or occurring after issuance by you of a notice of termination for Good Reason), after a written demand for performance is delivered to physical or mental illness)the Executive, which demand specifically identifies the manner in which the Executive has not substantially performed the Executive's duties, and which gives the Executive at least 30 days to cure such alleged deficiencies, (ii) any act of fraud, misappropriation, the Executive's willful misconduct or dishonesty, embezzlement which is demonstrably and materially injurious to the Company, monetarily, reputationally, or similar conduct against the Company or any subsidiaryotherwise, (iii) the Executive's engaging in egregious misconduct involving serious moral turpitude to the extent that the Executive's credibility and reputation no longer conforms to the standard of officers of the Company, (iv) the Executive's refusal or failure to substantially comply with the Company's human resources rules, policies, directions and/or restrictions relating to harassment and/or discrimination, or to substantially comply with the Company's compliance or risk management rules, policies, directions and/or restrictions (including, without limitation, the Purchaser’s or the Company's Code of Business Conduct); (v) the Executive's loss of any license or registration that is necessary for the Executive to perform the Executive's duties, or commission of any act that could result in the legal disqualification of the Executive from being employed by the Company or a subsidiary; (vi) the Executive's failure to cooperate with the Company or a subsidiary in any internal investigation or administrative, regulatory or judicial proceeding; or (vii) the Executive's conviction of, or plea of guilty or nolo contendere to a charge of commission ofto, a felony or other crime involving moral turpitude. In addition, the Executive's employment shall be deemed to have terminated for Cause if, within twelve (iv12) months after the Executive’s indictment 's employment has terminated, facts and circumstances are discovered that would have justified a termination for a charge of commission of a felony Cause; provided, in such case, and to the extent the Executive received severance payments or any crime involving moral turpitude, provided benefits under this Agreement that the Board of Directors of Executive is not entitled to under a termination for Cause, the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact Executive shall be required to the business or reputation of the Company, (v) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification pay back to the Company pertaining to its financial statements, any such severance payments and benefits (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (ivalue thereof), or forfeit such payments and benefits, including, without limitation, any equity-based compensation (ii)or proceeds thereon) that would not have otherwise been received by the Executive; provided, (v) or (ix)further, to and without limiting the extent such conduct is curablepreceding, unless the Company shall have notified the right to offset any other amounts payable to the Executive by the Company or its affiliates for any amounts that the Executive may owe the Company. The Company shall make any decision that Cause exists in good faith. For purposes of this Agreement, no act or failure to act on the Executive’s part shall be considered “willful” unless it is done, or omitted to be done, by the Executive in writing describing such conduct bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company or any successor or affiliate. Subject to applicable law, any act, or failure to act, on the Executive’s part, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company or any successor or affiliate shall be conclusively presumed to be done, or omitted to be done, in good faith and Executive shall have failed to cure such conduct within ten (10) business days after his receipt in the best interests of such written noticethe Company or any successor or affiliate thereof.
Appears in 1 contract
Cause. The Company may terminate Executive’s employment for “Cause” by providing a Cause effective as of the date of the Notice of Termination (as defined in Section 7 8 below) that notifies Executive and as evidenced by a resolution adopted in good faith by a majority of his termination for Cause the independent members of the Board (as defined belowexcluding Executive), effective as of and Executive shall be entitled to the date of such noticebenefits provided in Section 9(a) hereof. For “Cause” shall mean, for purposes of this Agreement: (1) conviction of any felony (other than one related to a vehicular offense) or other criminal act involving fraud; (2) willful misconduct that results in a material economic detriment to the Company; (3) material violation of Company policies and directives, “Cause” shall mean which is not cured after written notice and an opportunity for cure; (i4) Executive’s willful failure continued refusal by Executive to substantially perform his duties after written notice identifying the deficiencies and an opportunity for cure; and (5) a material violation by Executive of any material covenants to the Company. No action or inaction shall be deemed willful if (x) not demonstrably willful and (y) taken, or not taken, by Executive in good faith and with the understanding that such action, or inaction, was not adverse to the best interests of the Company. References in this paragraph to the Company shall also include direct and indirect subsidiaries of the Company, and materiality shall be measured based on the action or inaction and the impact upon the Company taken as an employee a whole. Without limiting the other rights of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical or mental illness)under this Section 7, (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiarymay suspend, (iii) Executive’s conviction ofwithout pay, or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive upon Executive’s indictment for a charge of the commission of a felony as described under clause (1) above. Such suspension may remain effective until such time as the indictment is either dismissed or any crime involving moral turpitude, provided that the Board a verdict of Directors of the Company (the “Board”) determines in good faith that not guilty has been entered. If such indictment would does not result in a material adverse impact to conviction, as soon as practicable following such dismissal or verdict, the business or reputation Company will pay Executive the target bonus amount that Executive would have received for the period during which Executive was suspended without pay (with interest from the date such amounts would otherwise have been paid at the short-term applicable federal rate, compounded semi-annually, as determined under Section 1274 of the Company, (vCode for the month in which payment would have been made but for the delay) Executive’s gross negligence in the performance of his duties, (vi) and Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance will receive vesting credit for purposes of Executive’s duties under this Agreementoutstanding equity awards, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of including the terms Makeup RSUs and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (i), (ii), (v) or (ix), to the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written noticeNew Hire Awards.
Appears in 1 contract
Samples: Employment Agreement (Valeant Pharmaceuticals International, Inc.)
Cause. The Company may terminate Executive’s employment for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, a termination of employment is for “Cause” shall mean if the termination occurs because of Executive’s: (i) unauthorized use or disclosure of the confidential information or trade secrets of the Company, which use or disclosure causes, or could reasonably be expected to cause, material harm to the Company; however, Company confidential information or trade secrets does not include any information that has become publicly known and made generally available through no wrongful act of Executive, or information already known to Executive prior to entering into this Agreement. Further, disclosure of confidential information or trade secrets made in the ordinary course of the Company’s willful failure to substantially perform his duties as an employee business under a non-disclosure agreement and in the best interest of the Company shall not be deemed an unauthorized use or any subsidiary (other than any such failure resulting from incapacity due to physical or mental illness), disclosure; (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, (iii) Executive’s conviction of, or plea of guilty “guilty” or nolo contendere to a charge of commission of“no contest” to, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors of the Company ; (the “Board”iii) determines in good faith that such indictment would result in a material adverse impact to the business willful misfeasance or reputation of the Company, (v) Executive’s gross negligence misconduct in the performance of his Executive’s duties, ; (viiv) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent substance abuse that in any of such uses in the Board’s good faith determination manner materially interferes with the performance of Executive’s duties under this Agreementduties; (v) chronic absence from work for reasons other than illness; or (vi) failure to perform Executive’s assigned duties, after receiving written notice from the Company, which shall be based on reasonable grounds relating to failure to perform, and an opportunity of at least thirty (viii30) days or whatever additional time may be reasonably necessary, not to exceed ninety (90) days, to correct any such failure and/or dispute the original notice. Although the foregoing are an exclusive list of the grounds for terminating Executive’s employment for “Cause,” it is expressly understood that the Company, or any acquirer or successor of the Company, may terminate Executive’s at-will employment for reasons that do not constitute “Cause.” A termination without “Cause” includes not only involuntary terminations by the Company, but also voluntary terminations by Executive resulting from either: (a) a breach material reduction in employment duties, compensation or benefits; (b) a change in location of fiduciary duty and/or employment outside of a fifty (ix50)-mile radius of the Company’s current principal office, without Executive’s consent; or (c) a material breach by Executive the Company of any of its obligations under this Agreement; provided, however, that a termination in connection with the terms and conditions of this Agreement or events described above shall only constitute a material breach of any termination of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant employment by the Company without Cause only if (A) the Executive provides written notice to clause the Company of the event within ninety (i)90) days of the occurrence of such event, (ii), (vB) or (ix), to the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed fails to cure the condition caused by such conduct event within ten thirty (1030) business days after receipt from Executive of written notice of the event, and (C) the Executive provides written notice of his receipt of such written noticeintent to terminate employment within thirty (30) days following the Company’s failure to cure.
Appears in 1 contract
Samples: Executive Employment Agreement (Entorian Technologies Inc)
Cause. The Company may terminate Executive’s employment for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “Cause” shall mean means conduct involving one or more of the following: (i) Executive’s willful failure to substantially perform his duties as an employee the conviction of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical or mental illness), (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, (iii) Executive’s conviction Executive of, or plea of guilty or nolo contendere to a charge of commission ofby Executive to, a felony or crime involving moral turpitudeturpitude (including under federal securities laws); (ii) the willful, substantial and continuing failure of Executive to perform the reasonable duties of his position for a period of at least thirty (30) days following written notice from the Board to Executive that describes the basis for the Board’s belief that Executive has not substantially performed his reasonable duties for reasons other than serious illness or incapacity; (iii) willful misconduct, gross negligence, fraud, embezzlement, theft, misrepresentation or dishonesty by Executive involving the Company or any of its affiliates, in each case that is intended to result in the substantial personal enrichment of Executive; or (iv) Executive’s indictment for a charge violation of commission the Confidentiality Agreement or of a felony any other confidentiality, non-competition or any crime involving moral turpitude, provided that the Board of Directors other written agreement or policy with or of the Company (the “Board”) determines or its affiliates, which violation results in good faith that such indictment would result in a material adverse impact harm to the business or reputation of the Company, (v) a material breach of Executive’s gross negligence in fiduciary duty to the performance of his dutiesCompany, (vi) Executive purposefully Executive’s failure to reasonably cooperate in any audit or negligently makes (investigation of the business or has been found to have made) a false certification to financial practices of the Company pertaining that continues after written notice from the Board and at least fifteen (15) days to its financial statementscure, (vii) the habitual use of drugs Executive substantially abusing alcohol, drugs, or habitualsimilar substances, excessive use of alcohol to the extent that any of and such uses abuse in the Board’s good faith determination judgment has materially interferes affected Executive’s ability to conduct the business of the Company in a proper and prudent manner. Other than for a termination pursuant to Section 13(b)(i), Executive will receive notice and an opportunity to be heard before the Board with Executive’s own attorney before any termination for Cause is deemed effective. If Executive wishes to avail himself of his opportunity to be heard before the performance Board prior to the Board’s termination of Executive’s duties under this Agreementemployment for Cause, the Board may immediately place Executive on administrative leave (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms with full pay and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (i), (ii), (v) or (ix), benefits to the extent such conduct is curablelegally permissible) and suspend all access to Company information, unless employees and business. If Executive avails himself of his opportunity to be heard before the Company shall have notified Executive in writing describing such conduct Board, and Executive shall have failed then fails to cure such conduct make himself available to the Board within ten five (105) business days after his receipt of such written noticerequest to be heard, the Board may thereafter cancel the administrative leave and terminate Executive for Cause.
Appears in 1 contract
Samples: Michael Ensing Employment Agreement (Realnetworks Inc)
Cause. The Company may terminate Executive’s employment under this Agreement may be terminated by the Company for Cause, as herein defined, upon giving Executive written notice (the “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined belowNOTICE OF TERMINATION”), effective as of the date of such notice. For purposes of this Agreement, the term “CauseCAUSE” shall mean the termination of the Executive by the Board as a result of the existence or occurrence of one or more of the following conditions or events (which conditions or events set forth on (i) Executive’s willful failure to substantially perform his duties as an employee of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical or mental illness), and (ii) any shall be cause for termination immediately upon delivery of the Notice of Termination, except where such conditions or events can be cured within the “Cure Period” defined below, in which event the Company may, instead, suspend the Executive, without compensation, during the Cure Period: (i) An act or acts of material dishonesty including, without limitation, fraud, misappropriation, dishonestyembezzlement, embezzlement financial misrepresentation or other similar conduct against behavior or action in his dealings with or with respect to the Company or its subsidiaries or affiliates or any subsidiary, entity with which the Company or its subsidiaries or affiliates shall be engaged in or be attempting to engage in commerce; (iiiii) Executive’s conviction Conviction of, or the entry of a plea of guilty or nolo contendere to, the commission of a felony; (iii) Executive’s actions or failure to act demonstrate a charge conflict of commission of, a felony or crime involving moral turpitude, interest in which Executive acts for his own benefit to any detriment of the Company; (iv) Executive’s indictment for a charge of commission of a felony actions or any crime involving moral turpitude, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in failure to act constitute a material adverse impact to the business breach of his duties hereunder, or reputation of the Company, (v) Executive’s gross negligence failure to follow the lawful directives of the Company, with respect to his duties hereunder, which directives shall be consistent with his duties and position as an executive of the Employment Companies. No termination of the Executive’s employment hereunder by the Company for Cause shall be effective as a termination for Cause unless the provisions of this Section 8(c) shall first have been complied with. The Company shall provide Executive with a Notice of Termination and the Executive shall have thirty (30) days (the “CURE PERIOD”) from the date Executive receives the Notice of Termination to remedy and cure the alleged Cause supporting the termination. If the Executive fails to cure such alleged Cause within the Cure Period (during which time, in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive event of any of the terms conditions or events set forth in (i) and conditions of (ii) above, the Executive may be suspended without compensation), the Executive’s employment hereunder and this Agreement or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (i), (ii), (v) or (ix), to the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written notice.shall
Appears in 1 contract
Cause. The Company may terminate In the event Executive’s employment is terminated for “Cause” , the Company shall be released from any and all further obligations under this Agreement subject to the provisions of Section 13 herein concerning Arbitration of disputes, except the Company shall be obligated to pay Executive his Base Salary, reimbursable expenses and benefits owing to Executive through the Termination Date (any vested retirement benefits of Executive shall be payable in accordance with such plans). Termination by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination the Company for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “Cause” shall mean (i) Executive’s willful failure to substantially perform his duties as an employee of the Company or any subsidiary conviction by a court (other than any such failure resulting from incapacity due to physical or mental illness), (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, (iii) Executive’s conviction of, or plea of guilty guilty, no contest, deferred adjudication or nolo contendere to a charge of commission probation) of, a felony to, or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony felony, or any crime involving moral turpitudetheft, provided that fraud, dishonesty, embezzlement, or any other crime which involves immoral conduct or actions likely to harm the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business or reputation of the Company, whether or not committed in the course of performing services for the Company; (ii) Executive’s breach of any fiduciary duty to the Company; (iii) material act(s) or omission(s) taken by Executive in connection with his employment which are dishonest or fraudulent; (iv) the commission by Executive of any material actions in violation of the written rules, policies, ethical standards or codes of conduct of the Company or Affiliates, conduct by Executive that is insubordinate or involves repeated absenteeism, or Executive’s performance of his duties hereunder which is deemed to be unsatisfactory job performance either in the manner of fulfillment of such duties or the results achieved, but only after written warning to Executive advising him of the deficiencies in job performance and/or objectives and describing the improvement needed; (v) conduct by Executive giving rise to a claim by another employee of unlawful harassment or discrimination, which claim, after a complete and diligent investigation, would lead a reasonable person to conclude that Executive has violated state or federal discrimination laws, in a manner which would reasonably and customarily require the discharge of an executive employee; (vi) conduct by Executive, or Executive’s gross negligence failure to act giving rise to Legitimate Claims by any persons that the Company or any of its subsidiaries is in violation of any federal, state or local civil or criminal statute or act (the performance term “Legitimate Claims” shall mean conduct by the Executive, or Executive’s failure to act, undertaken in dereliction of his duties, (vi) Executive purposefully gross negligence or negligently makes (without a good-faith belief in the lawfulness of such action resulting in any claims, allegations or has been found to have made) a false certification to assertions which, in the reasonable opinion of the Company pertaining to its financial statements(after a diligent investigation of the facts), have substantial merit and which would reasonably and customarily require the discharge of an executive employee; (vii) Executive’s disregard of the habitual use lawful and reasonable directives of drugs the CEO or habitual, excessive use Board communicated to Executive; (viii) Executive’s failure to maintain the privacy of alcohol to Confidential Information of the extent that any of Company or Affiliates except for such uses disclosure in connection with the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach or as may be required by subpoena or in connection with any allegation of fiduciary duty and/or wrongdoing; (ix) a material breach by Executive of any covenant or agreement between Executive and the Company set forth in Sections 4 and 5 hereof; or (x) the Company is temporarily or permanently enjoined from employing Executive, or a court otherwise orders the Company to cease employing Executive, or the Company determines in its reasonable discretion that it is in the best interests of the terms and conditions of this Agreement Company and/or its employees, officers or a material breach of any of directors that Executive’s representations employment with the Company be terminated due to restrictions or covenants to which Executive agreed with a prior entity which is likely to impact Executive’s ability to timely perform his duties herein on behalf of the Company. Provided, however, that the Company shall not terminate the employment of the Executive as a result of the alleged events described in this Agreement. A termination will not be for “Cause” pursuant to clause clauses (i), (ii), (viv) or (ix), to the extent such conduct is curable, vii) above unless the Company shall have notified provides the Executive in writing describing such conduct written notice and the Executive shall have failed thereafter fails to cure such conduct event (if in the reasonable determination of the Company such matters are curable), within ten thirty (1030) business days after his receipt of such written notice.
Appears in 1 contract
Samples: Employment Agreement (Del Frisco's Restaurant Group, Inc.)
Cause. The Company may terminate Executive’s 's employment for “"Cause” by providing a ", effective as of the date of the Notice of Termination (as defined in Section 7 6 below) that notifies ), subject to the payment by the Company to Executive of his the benefits provided in Section 7(a) hereof. A termination for Cause is a termination made because Executive has (A) committed an act of fraud or embezzlement against the Company or any affiliate thereof, a knowing and willful unauthorized disclosure of Confidential Information (as defined in Section 10 below), effective as ) of the date Company which disclosure results in material damage to the Company, or a breach of such notice. For purposes one or more of this Agreementthe following duties to the Company which continues after written notice thereof specifying the particular events or conditions which constitute the alleged breach and the specific cure requested by the Company and a reasonable opportunity to cure: (1) the duty not to take actions which would reasonably be viewed by the Company as placing Executive's interest in a position adverse to the interests of the Company, “Cause” shall mean or (i2) Executive’s willful failure the duty not to substantially perform his duties engage in self-dealing with respect to the Company's assets, properties or business opportunities; or (B) been convicted (or entered a plea of nolo contendere) for the commission of (1) a felony or (2) a crime involving fraud, dishonesty or moral turpitude; or (C) engaged in intentional misconduct as an employee of the Company Company, which misconduct or any subsidiary (other than any such failure resulting from incapacity due violation results in material damage to physical or mental illness), (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiaryits reputation and continues after written notice thereof specifying the particular events or conditions which constitute the alleged misconduct or violation and the specific cure requested by the Company and a reasonable opportunity to cure (if such misconduct is susceptible to cure by Executive), including, but not limited to (iii1) Executive’s conviction of, or plea intentional violations by Executive of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors written policies of the Company or specific directions of the Board or Chairman of the Board, which policies or directives are not illegal (the “Board”or do not involve illegal conduct) determines in good faith that such indictment would result in a material adverse impact and do not require Executive to the violate reasonable business ethical standards, or reputation (2) intentional violations of the Company's code of corporate conduct; or (D) failed, (v) after written notice from the Company to render services to the Company in accordance with this Agreement or Executive’s 's position and responsibilities with the Company in a manner that amounts to gross negligence neglect in the performance of his dutiesduties to the Company. The Company may suspend Executive, without pay, upon Executive's indictment for the commission of (vi1) Executive purposefully a felony or negligently makes (2) a crime involving fraud, dishonesty or moral turpitude. Such suspension may remain effective until such time as the indictment is either dismissed or a verdict of not guilty has been found entered, at which time Executive shall be reinstated with the Company. Upon such reinstatement, Executive shall be entitled to have made) a false certification to payment by the Company pertaining of all Base Salary to its financial statements, (vii) which Executive would have otherwise been entitled to during the habitual use of drugs or habitual, excessive use of alcohol to the extent that any period of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (i), (ii), (v) or (ix), to the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written noticesuspension.
Appears in 1 contract
Samples: Executive Employment Agreement (Valeant Pharmaceuticals International)
Cause. The Company may terminate Executive’s employment for “Wherever reference is made in this Agreement to termination being with or without Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “Cause” shall mean mean: (i) the Executive repeatedly refuses or fails to perform any of his duties and responsibilities as determined from time to time by the Company, including, without limitation: (a) the Executive’s willful failure persistent neglect of duty or chronic unapproved absenteeism (other than for a temporary or permanent disability) which remains uncured to substantially perform his duties as an employee the reasonable satisfaction of the Company following thirty (30) days’ written notice from the Company of such alleged fault; and (b) the Executive’s refusal to comply with any reasonable and lawful directive or any subsidiary policy of the Company which refusal is not cured by the Executive within thirty (other 30) days of such written notice from the Company; provided, that the Company shall not be required to give the Executive more than any such failure resulting from incapacity due two cure periods with respect to physical or mental illnessthis clause (i), ; (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, Executive acts (iiiincluding a failure to act) Executive’s conviction of, or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business manner which constitutes gross and willful misconduct or reputation of the Company, (v) Executive’s gross negligence in the performance of his duties; (iii) the Executive commits a material act of fraud, personal dishonesty or misappropriation relating to the Company or its affiliates; (iv) the Executive commits a material act of dishonesty, embezzlement, unauthorized use or disclosure of Confidential Information or other intellectual property or trade secrets, common law fraud or other fraud with respect thereto; (v) a breach by the Executive of a material provision of this Agreement or any other written agreement with the Company; (vi) Executive purposefully the Executive’s commission, indictment for or negligently makes conviction of (or has been found to have madethe entry of a plea of a nolo contendere or equivalent plea) in a false certification to the Company pertaining to its financial statementscourt of competent jurisdiction, a felony or any misdemeanor involving material dishonesty or moral turpitude; (vii) the Executive’s habitual use of drugs or habitualrepeated misuse of, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the or habitual or repeated performance of the Executive’s duties under this Agreementthe influence of, alcohol or controlled substances; or (viii) a breach of fiduciary duty and/or (ix) a material breach the Executive fails to complete the Relocation by Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (i)December 31, (ii), (v) or (ix), to the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written notice2012.
Appears in 1 contract
Cause. The Company may terminate Executive’s employment for “with the Company may be terminated by the Company with or without Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “Cause” shall mean mean: (i) the continued failure of Executive to perform substantially Executive’s willful failure to substantially perform his duties as an employee of with the Company or any subsidiary of its affiliates or Executive’s material disregard of the directives of the CEO or the Board (in each case other than any such failure resulting from incapacity due to any medically determined physical or mental illness), impairment) that is not cured by Executive within 20 calendar days after a written demand for substantial performance is delivered to Executive by the Company which specifically identifies the manner in which the CEO or the Board believes that Executive has not substantially performed Executive’s duties or disregarded a directive; (ii) willful material misrepresentation at any time by Executive to the CEO or the Board; (iii) Executive’s commission of any act of fraud, misappropriation, dishonesty, misappropriation (other than misappropriation of a de minimis nature) or embezzlement against or similar conduct against in connection with the Company or any subsidiaryof its affiliates or their respective businesses or operations; (iv) a conviction, (iii) Executive’s conviction of, guilty plea or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment Executive for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business dishonesty or reputation of the Company, for any felony; (v) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of his fiduciary duties of loyalty or care to the Company or any of its affiliates or a material violation of the terms Company’s Code of Business Conduct and conditions Ethics or any other material breach of a Company policy, as the same may be amended from time to time; (vi) the engaging by Executive in illegal conduct, gross misconduct, gross insubordination or gross negligence that is materially and demonstrably injurious to the Company’s business or financial condition; or (vii) a material breach by Executive of his obligations under Section 7, 8 or 9 of this Agreement or a material breach of any of Executive’s representations in this Agreement. A termination will that is not be cured (if curable) by Executive within 20 calendar days after written demand for “Cause” pursuant such cure is delivered to clause (i), (ii), (v) or (ix), to the extent such conduct is curable, unless Executive by the Company shall have notified which specifically identifies the manner in which the Company believes that Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after has materially breached his receipt of such written noticeobligations.
Appears in 1 contract
Samples: Employment Agreement (Williams Industrial Services Group Inc.)
Cause. The Company may terminate Executive’s employment the Employment Term at any time for “Causecause.” Upon such termination, all payments to the Employee required by providing a Notice of Termination (as defined in this Agreement shall immediately cease, except for unpaid Base Salary to the extent already accrued and benefits accrued, earned, or owing but not yet paid under Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice1.8 above. For purposes of this Agreement, the term “Causecause” shall mean be: (i) Executive’s willful failure to substantially perform his duties as an employee of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical or mental illness), (iia) any act of felonious conduct by Employee; (b) fraud, misappropriation, dishonesty, embezzlement dishonesty or similar conduct against the Company or any subsidiary, (iii) Executive’s conviction of, or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board of Directors of the Company (the “Board”) determines by Employee in good faith that such indictment would result in a material adverse impact to the business or reputation of connection with the Company, ; (vc) Executive’s gross negligence in the performance any embezzlement or misappropriation of his duties, funds or property of Company by Employee; (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ixd) a material breach by Executive of any Employee of the terms and conditions of his employment (which for purposes of this Agreement shall include, without limitation, Executive’s engaging in any transaction that represents, directly or a indirectly, self-dealing with the Company or any of its affiliates that has not been approved by the President, as well as Employee’s failure to perform assigned duties as required under this Agreement), if in any such case such material breach remains uncured after 15 days (or the minimum number of any of Executive’s representations in this Agreement. A termination will not be for “Cause” pursuant to clause (i), (ii), (v) or (ix), to the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed days required to cure such conduct within ten (10breach if greater than 15) business days after his receipt have elapsed following the date that the Company gave Executive written notice of that breach. In the event that Employee is able to cure, this Agreement shall continue in full force and effect. In the event of for “cause” termination all warrants issued by the Company to Employee which are unvested as of the date of termination shall be terminated and canceled; provided, however, Employee shall retain all warrants which are vested as of such written noticedate. Upon Employee’s termination “for cause,” Employee shall only be entitled to receive: (i) his Base Salary through the date the termination occurs; and (ii) any benefits earned, accrued or owing but not yet paid under Section 1.8 above, but Employee shall not be entitled to any portion of an Annual Bonus for the year of termination.
Appears in 1 contract
Cause. The Company may terminate this Agreement and Executive’s 's employment for “"Cause” by providing ", which shall be: (1) Executive's willful and material breach of this Agreement (which remains uncured at the end of a Notice of Termination (as defined in Section 7 below) 30-day period); provided, that notifies Executive of his termination for Cause (as defined below), effective as none of the date of such notice. For following shall constitute Cause for purposes of this Agreement, “Cause” shall mean clause (i1): isolated incidences of (A) Executive’s willful failure to substantially perform his duties as an employee of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical or mental illness)bad judgement, (iiB) negligence, or (C) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, (iii) Executive’s conviction of, or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided omission that the Board of Directors of the Company (the “Board”) determines Executive believed in good faith that such indictment would result to have been in a material adverse impact or not opposed to the business or reputation interest of the Company, ; (v2) Executive’s 's gross negligence in the performance or intentional nonperformance (in either case continuing for 30 days after receipt of his duties, (viwritten notice of need to cure) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations 's material duties and responsibilities hereunder; (3) Executive's dishonesty or fraud with respect to the business, reputation or affairs of the AMPAM Companies; or (4) Executive's conviction of a felony crime involving moral turpitude. Any termination for Cause must be approved by a majority of the eligible members of the Board (for this purpose, any member of the Board reasonably believed by a majority of the Board to be at fault in this Agreementthe events leading the Board to consider terminating Executive for Cause shall also be excluded, including Executive if Executive is a member of the Board). A termination will For purposes hereof, no act, or failure to act, on Executive's part shall be deemed "willful" unless done, or omitted to be done, by Executive not in good faith and/or without reasonable belief that Executive's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for “Cause” pursuant to clause (i), (ii), (v) or (ix), to the extent such conduct is curable, Cause unless the Company and until there shall have notified been delivered to Executive a Notice of Termination and a copy of a resolution duly adopted by the Board, finding that, in writing describing such the good faith opinion of the Board, Executive was guilty of conduct set forth above and specifying the particulars thereof in detail. In the event of a termination for Cause, Executive shall have failed no right to cure such conduct within ten (10) business days after his receipt of such written noticeany severance compensation.
Appears in 1 contract
Samples: Employment Agreement (Miller Mechanical Contractors Inc)
Cause. The At any time other than during the Change in Control Protection Period, “Cause” for the Company may to terminate Executive’s employment for “Cause” by providing a Notice hereunder means the occurrence of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as any of the date of such notice. For purposes of this Agreement, “Cause” shall mean following events: (i) Executive’s willful failure to substantially perform his duties as an employee of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical or mental illness), (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, (iii) Executive’s conviction commission of, or plea of guilty or nolo contendere to a charge no contest to, any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) Executive’s attempted commission of, or participation in, a felony fraud or crime involving moral turpitude, act of dishonesty against the Company; (iii) Executive’s material breach of any contract or agreement between the Executive and the Company (including without limitation this Agreement or the Employee Confidential Information and Inventions Agreement) or of any statutory duty owed to the Company or material failure to comply with the Company’s written policies or rules; (iv) Executive’s indictment for a charge of commission of a felony unauthorized use or any crime involving moral turpitude, provided that the Board of Directors of the Company (the “Board”) determines in good faith that such indictment would result in a material adverse impact to the business or reputation disclosure of the Company, ’s confidential information or trade secrets; (v) Executive’s gross negligence in the persistent unsatisfactory performance of his duties, job duties after written notice from the Company and an opportunity to cure (if deemed curable by the Company in its sole discretion); (vi) Executive purposefully or negligently makes (or has been found Executive’s intentional damage to have made) a false certification to any property of the Company pertaining to its financial statements, Company; (vii) the habitual use Executive’s gross negligence or misconduct or other violation of drugs or habitual, excessive use of alcohol Company policy that causes harm to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this AgreementCompany, or (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any Executive’s continuing failure to perform assigned duties after receiving written notification of the terms failure from the Company. During the Change in Control Protection Period, and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreement. A termination will not be for notwithstanding the foregoing, “Cause” pursuant for the Company to clause (i), (ii), terminate Executive’s employment hereunder shall not include (v) or above. For purposes of item (ix)iii) of this Cause definition, the Executive will have the opportunity to remedy this failure only the extent such conduct is curable, unless first time that the Company shall have notified Executive in writing describing such conduct and Executive shall have failed provides notice that Cause exists pursuant to cure such conduct within ten item (10) business days after his receipt of such written notice.iii). 268894125 v4
Appears in 1 contract
Cause. The Company may shall be entitled to terminate the Executive’s employment for “Cause.” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “Cause” shall mean that the Executive: (i) pleads “guilty” or “no contest” to or is convicted of an act which is defined as a felony under federal or state law or as a crime under federal or state law which involves Executive’s fraud or dishonesty; (ii) in carrying out her duties, engages in conduct that constitutes willful failure neglect or willful misconduct; provided such plea, conviction, neglect or misconduct results in material economic harm to substantially the Company; (iii) fails to obtain or maintain required licenses in the jurisdiction where the Company currently operates or has plans to operate; (iv) willfully and intentionally fails to perform his the material responsibilities of the Executive’s position, (v) engages in an act of dishonesty in the performance of her duties as an employee hereunder, (vi) harasses or discriminates against the Company’s employees, customers, or vendors in violation of Company policies with respect to such conduct; (vii) engages in any conduct that is reasonably likely to cause harm to the reputation of the Company or risk the loss of any subsidiary license required by the Company in the jurisdiction where the Company currently operates or has plans to operate; (other than viii) makes a material disclosure as defined by Section 10(a) or (ix) materially breaches any term of this Agreement. In the event any of the occurrences in (i) through (ix) above have occurred, the Executive shall be given written notice by the Company of its intention to so terminate her employment, such notice (i) to state in detail the particular act or acts or failure resulting from incapacity due or failures to physical or mental illness), act that constitute the grounds on which the proposed termination for Cause is based and (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, to be given within sixty (iii60) Executive’s conviction of, or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that days after the Board knew of Directors of such acts or failures to act. In the Company (the “Board”) determines in good faith that event such indictment would result in a material adverse impact to the business or reputation of notice is timely given by the Company, the Executive shall have thirty (v30) Executive’s gross negligence days after the date that the notice is given in the performance of his dutieswhich to cure such conduct, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any such cure is possible. For the avoidance of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreementdoubt, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations occurrences constituting Cause set forth in this Agreement. A termination will not be for “Cause” pursuant to clause clauses (i), (ii), ) and (v) above cannot be cured. No act or (ix)failure to act on Executive’s part will be considered “willful” unless done, or omitted to be done by Executive not in good faith and without reasonable belief that her action or omission was in the extent such conduct is curable, unless best interests of the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written noticeCompany.
Appears in 1 contract
