Common use of Proper Cause Clause in Contracts

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.

Proper Cause. The Company, by upon not less than ten (10) days written notice to the Executive, may terminate the Company's employment by the Company of the Executive for proper cause. As used hereinif the Board has established and unanimously concluded (excluding the vote of the Executive and/or any member of his immediate family who is then on the Board), "proper cause" shall mean during a properly called meeting or meetings, that the Executive has: has engaged in any of the following conduct (each a "Proper Cause"): (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 hereofhereof and which are material to the performance of his duties and responsibilities under said Section 1, or willfully refused or failed to perform a material part of such duties and responsibilities hereunder; (2) committed a material breach of any of the provisions of Section Sections 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 ability, on an ongoing basis, 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 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. In no event shall the employment by the Company of the Executive be terminated for Proper Cause unless and until the Board has provided the Executive with the following: (x) written notice specifying the details of the Proper Cause (the "Notice"); (y) an opportunity or opportunities to appear before the Board to respond to such Notice; and (z) thirty (30) days after receiving such Notice during which to remedy, terminate, cure or correct the conduct referred to therein. 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.

Proper Cause. The Company, by upon not less than ten (10) days written notice to the Executive, may terminate the Company's employment by the Company of the Executive for proper cause. As used hereinif the Board has established and unanimously concluded (excluding the vote of the Executive and/or any member of her immediate family who is then on the Board), "proper cause" shall mean during a properly called meeting or meetings, that the Executive has: has engaged in any of the following conduct (each a "Proper Cause"): (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 hereofhereof and which are material to the performance of her duties and responsibilities under said Section 1, or willfully refused or failed to perform a material part of such duties and responsibilities hereunder; (2) committed a material breach of any of the provisions of Section Sections 8, 9 or 10 of this Agreement; (3) acted fraudulently or dishonestly in his her 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 ability, on an ongoing basis, to perform his her 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 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. In no event shall the employment by the Company of the Executive be terminated for Proper Cause unless and until the Board has provided the Executive with the following: (x) written notice specifying the details of the Proper Cause (the "Notice"); (y) an opportunity or opportunities to appear before the Board to respond to such Notice; and (z) thirty (30) days after receiving such Notice during which to remedy, terminate, cure or correct the conduct referred to therein. 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.

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. (f) (g) 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.. (h) (i)