Proper Cause Sample Clauses

Proper Cause. Company may terminate Executive’s employment under this Agreement for “proper cause,” without prior notice (except as otherwise specified in Sections 3.4(a) and 3.4(f), each requiring prior notice in accordance with Section 6. I of this Agreement (“Notice”)). In the event Executive’s employment is te1minated for proper cause, Executive shall receive only his Base Salary and accrued benefits earned through the date of termination. As used in this Agreement, “proper cause” shall be:
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Proper Cause. The occurrence of any of the following events or circumstances shall constitute "proper cause" for termination, at the election of the Board of Directors of the Company, of the term of employment of the Executive under this Agreement, to wit:
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Proper Cause. An employee who has completed the probationary period may be suspended without pay or discharged only for proper cause as defined in Minn. Stat. § 122A.40, Subd. 9(a)-(d) or Subd. 13(a)(1)-(6). It is understood that Xxxx. Stat. § 122A.40 is referred to only for the purpose of defining proper cause and the procedures of Minn. Stat. § 122A.40 shall not be otherwise applicable, but rather, the provisions of this contract shall apply. Suspension or discharge shall be made by the Superintendent or designee only after a meeting with the employee and their representative. Any such suspension or discharge shall be subject to the grievance procedure.
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Proper Cause. The Company, by written notice to the Executive, may terminate the Company's employment of the Executive for proper cause. As used herein, "proper cause" shall mean that the Executive has: (1) willfully refused or failed to carry out specific directions of the Board, the Chairman of the Board and/or the President of the Company which directions are not inconsistent with the duties and responsibilities set forth in Section 1 hereof, or willfully refused or failed to perform a material part of such duties and responsibilities hereunder; (2) committed a breach of any of the provisions of Section 8, 9 or 10 of this Agreement; (3) acted fraudulently or dishonestly in his relations with the Company; (4) been convicted of a felony involving an act of moral turpitude, fraud or misrepresentation; (5) engaged in the use of illegal substances or alcohol, which use has impaired the Executive's ability to perform his duties and responsibilities; or (6) willfully engaged in misconduct which materially injured the reputation, business or business relationships of the Company, monetarily or otherwise. For purposes of this clause (c), no act, or failure to act, on the part of the Executive shall be deemed "willful" unless done, or omitted to be done, by the Executive otherwise than in good faith and in a manner that the Executive reasonably believed was in or not opposed to the best interests of the Company and its shareholders. As a result of any such termination for Proper Cause, the Company shall pay, within thirty (30) days of such termination, all amounts accrued or owing but not yet paid under this Agreement through the date of termination and any other benefits in accordance with the terms of any applicable plans and programs of the Company.
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Proper Cause. The Board may suspend, transfer or discharge an employee for just and reasonable cause.
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Proper Cause. All new employees shall be subject to a one-year probationary period, (refer to section 4.1, above), during which the employee may be terminated without reason. Where an employee has served beyond such probationary period, all matters of discipline after the one-year period may be subject to the procedure set forth in this section in the event that the Union claims that such disciplinary action was not based upon proper cause.
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Proper Cause. The Board shall not dismiss or discipline an employee bound by this Agreement except for just and reasonable cause. The Board may suspend, transfer or discharge an employee for just and reasonable cause.
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Proper Cause. Company may tenninate Executive's employment under this Agreement for "proper cause," without prior notice (except as othetwise specified in Sections 3.4(a) and 3.4(f), each requiring prior notice in accordance with Section 6.1 of this Agreement ("Notice")). In the event Executive's employment is tem1inated for proper cause, Executive shall receive only his Base Salary and accmed benefits earned tlu-ough the date oftennination. As used in this Agreement, "proper cause" shall be:
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Related to Proper Cause

  • For Cause For a material breach that remains uncured for more than thirty calendar days or other specified period after written notice to the Contractor, the Contract or Purchase Order may be terminated by the Commissioner or Authorized User respectively, at the Contractor’s expense where Contractor becomes unable or incapable of performing, or meeting any requirements or qualifications set forth in the Contract, or for non-performance, or upon a determination that Contractor is non-responsible. Such termination shall be upon written notice to the Contractor. In such event, the Commissioner or Authorized User may complete the contractual requirements in any manner it may deem advisable and pursue available legal or equitable remedies for breach.

  • Good Cause The Company may terminate the Agreement ten (10) days after written notice to Employee for good cause, which shall be: (1) Employee's material and irreparable breach of this Agreement; (2) Employee's gross negligence in the performance or intentional nonperformance (continuing for ten (10) days after receipt of the written notice) of any of Employee's material duties and responsibilities hereunder; (3) Employee's dishonesty, fraud or misconduct with respect to the business or affairs of the Company which materially and adversely affects the operations or reputation of the Company; (4) Employee's conviction of a felony crime; or (5) chronic alcohol abuse or illegal drug abuse by Employee. In the event of a termination for good cause, as enumerated above, Employee shall have no right to any severance compensation.

  • Good Reason; Other Than for Cause, Death or Disability If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason:

  • Due Cause The employment of the Executive hereunder may be terminated by the Company at any time during the term of this Agreement for Due Cause (as hereinafter defined). In the event of such termination, the Company shall pay to the Executive the Base Salary accrued to the date of such termination and not theretofore paid to the Executive, and, after the satisfaction of any claim of the Company against the Executive arising as a direct and proximate result of such Due Cause, neither the Executive nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7 and 8. Rights and benefits of the Executive, his estate or other legal representative under the Executive benefit plans and programs of the Company, if any, will be determined in accordance with the terms and provisions of such plans and programs. For purposes hereof, "Due Cause" shall mean (i) the Executive's willful and continued failure substantially to perform his duties with the Company, (ii) fraud, misappropriation or intentional material damage to the property or business of the Company by the Executive of (iii) the Executive's conviction of, or plea of nolo contendere to, any felony that, in the judgment of the Board adversely affects the Company's reputation or the Executive's ability to carry out his obligations under this Agreement. In the event of an occurrence under this Section 6.3, the Executive shall be given written notice by the Company that it intends to terminate the Executive's employment for Due Cause under this Section, which written notice shall specify the act or acts upon the basis of which the Company intends so to terminate the Executive's employment. If the basis for such written notice is an act or acts described in clause (i) above the Executive shall be given ten (10) days to cease or correct the performance (or nonperformance) giving rise to such written notice and, upon failure of the Executive within such ten (10) days to cease or correct such performance (or nonperformance), the Executive's employment by the Company shall automatically be terminated hereunder for Due Cause.

  • Without Cause; For Good Reason If the Executive’s employment is terminated by the Company without Cause before expiration of the Term, or if the Executive resigns for Good Reason before expiration of the Term, the Company shall have no further payment obligations to the Executive or his legal representatives, other than for payment of: (1) in a lump sum in cash within thirty (30) days after the Date of Termination (or such earlier date as required by applicable law) the Accrued Obligations; (2) the Accrued Incentives, which shall be payable in accordance with the terms and conditions of the Incentive Plans; (3) subject to Section 4(f) below, a lump-sum cash payment, to be made on the first normal payroll date following the Release Consideration Period (the “Initial Severance Payment Date”) in an amount equal to (x) the average of the annual bonuses paid to the Executive for the three immediately preceding completed fiscal years, or (y) if upon the Date of Termination the Executive has not been employed for three complete fiscal years, then the average of the annual bonuses paid to the Executive for the years employed with the Company (the “Average Bonus”); and (4) subject to Section 4(f) below, beginning on the Initial Severance Payment Date and thereafter in accordance with the customary payroll practices of the Company, continuation of the Executive’s Base Salary in effect on the Date of Termination (“Salary Continuation Payments”) for a period of 12 months. Any installments of the Severance Payments that, in accordance with customary payroll practices, would have typically been made during the Release Consideration Period shall accumulate and shall then be paid on the Initial Severance Payment Date. The Average Bonus together with the Salary Continuation Payments shall be referred to collectively as the “Severance Payments”.

  • Termination Without Cause; Resignation for Good Reason (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below).

  • Without Cause; Good Reason (i) The Company may terminate the Executive’s employment hereunder without Cause, by giving written Notice of Termination (as defined in Section 5(e)) to the Executive.

  • Termination for Good Cause During the Initial Term or a Renewal Term, a party (the “Terminating Party”) may only terminate the Agreement against the other party (the “Non-Terminating Party”) for good cause. For purposes of this Agreement, “good cause” shall mean:

  • Termination Without Cause or Resignation for Good Reason If (1) Company terminates Employee’s employment during the Initial Term other than (a) due to Employee’s death or Disability or (b) for Cause (as defined below); or (2) if Employee resigns from Employee’s employment for Good Reason (as defined below) during the Initial Term, Employee shall receive the Accrued Amounts on the Date of Termination and, in addition, subject to the Severance Conditions below, (i) Company shall provide a severance payment equal to three (3) months of Employee’s salary as of the Date of Termination (the “Severance Payment”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums (at the coverage levels and at the Company-paid rate in effect immediately prior to such termination) for Employee and Employee’s covered dependents until the earliest of (A) the date that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguished.

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