Cause. The term “Cause” as used in this Agreement shall mean an act, action, or series of acts or actions, or omission or series of omissions, by Executive which constitute or result in: # intentional misrepresentation of material information by Executive in Executive’s relations with Company; # Executive’s indictment (or its equivalent) for the commission of a crime by Executive that constitutes a felony; # commission of an act involving moral turpitude; # the material breach or material default by Executive of any of Executive’s written agreements with Company or obligations under any material provision of
Cause. The Company shall have “Cause” to terminate Executive’s employment hereunder upon:
Cause. With respect to any employee or Consultant # if the employee or Consultant is a party to any employment or service agreement with the Company or its Affiliates and such agreement provides for a definition of Cause, the definition contained therein; or # if no such agreement exists, or is such agreement does not define Cause then # the commission of, or plea of guilty or no contest to, a felony or a crime involving moral turpitudes or the commission of any other act involving willful malfeasance or material fiduciary breach with respect to the Company or an Affiliate; # conduct that results in or is reasonably likely to result in harm to the reputation or business of the company or any of its Affiliates; # gross negligence or willful misconduct with respect to the Company or an Affiliate; # materials breach of an agreement with the Company or an Affiliate (including, without limitation, any loyalty, noncompetition, nonsolicitation or confidentiality agreement); or # material violation of state or federal securities law. With respect to any Director, a determination by a majority of the disinterested Board members that the Director has engaged in any of the following: # malfeasance in office; # gross misconduct or neglect; # false or fraudulent misrepresentation inducing the director's appointment; # willful conversion of corporate funds; or # repeated failure to participate in Board meetings on a regular basis despite having received proper notice of the meetings in advance. The Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to whether a Participant has been discharged for Cause.
Cause. “Cause” means # any material act (that remains uncured for thirty (30) days following written notice from the Company) which permits the Company to terminate a written employment agreement or similar arrangement between Executive and the Company, for “cause” or a substantially equivalent term as defined in such agreement or arrangement, or # in the event there is no such agreement or arrangement, or the agreement or arrangement does not define the term “cause” or a substantially equivalent term, then “Cause” means: # an act of personal dishonesty taken by Executive in connection with his responsibilities as an employee and intended to result in substantial personal enrichment of Executive, # Executive being convicted of, or a plea of nolo contendere to, a felony, # a willful act by Executive which constitutes gross misconduct and which is injurious to the Company, or # following delivery to Executive of a written demand for performance from the Company which describes the basis for the Company's reasonable belief that Executive has not substantially performed his duties, continued violations by Executive of Executive's obligations to the Company which are demonstrably willful and deliberate on Executive's part.
Cause. “Cause” means # commission of a felony, an act involving moral turpitude, or an act constituting common law fraud, and which has a material adverse effect on the business or affairs of the Company or its affiliates or stockholders, # intentional or willful misconduct or refusal to follow the lawful instructions of the Board or # intentional breach of Company confidential information obligations which has an adverse effect on the Company or its affiliates or stockholders. For these purposes, no act or failure to act shall be considered “intentional or willful” unless it is done, or omitted to be done, in bad faith without a reasonable belief that the action or omission is in the best interests of the Company.
Cause. Termination by the Consolidated [[Organization A:Organization]] of your employment with the Consolidated [[Organization A:Organization]] for “Cause” will mean termination upon # your repeated failure to perform your duties with the Consolidated [[Organization A:Organization]] in a competent, diligent and satisfactory manner as determined by the Executive Compensation and Human Resources Committee of the Board of Directors, # failure or refusal to follow the reasonable instructions or direction of the Board of Directors, which failure or refusal remains uncured, if subject to cure, to the reasonable satisfaction of the Board of Directors for five (5) business days after receiving notice thereof from the Executive Compensation and Human Resources Committee, or repeated failure or refusal to follow the reasonable instructions or directions of the Board of Directors, # any act by you of fraud, material dishonesty or material disloyalty involving the Consolidated [[Organization A:Organization]], # any violation by you of a Consolidated [[Organization A:Organization]] policy of material import (including, but not limited to, the Code of Business Conduct and Ethics, the Statement of Policy on Securities Trading, the Anti-Corruption Policy, Policy on Gifts, Entertainment and Sponsorships and policies included in the Employee Handbook), # any act by you of moral turpitude which is likely to result in discredit to or loss of business, reputation or goodwill of the Consolidated [[Organization A:Organization]], # your chronic absence from work other than by reason of a serious health condition, # your commission of a crime the circumstances of which substantially relate to your employment duties with the Consolidated [[Organization A:Organization]], or # the willful engaging by you in conduct which is demonstrably and materially injurious to the Consolidated [[Organization A:Organization]]. For purposes of this [Subsection 1(b)], no act, or failure to act, on your part will be deemed “willful” unless done, or omitted to be done, by you not in good faith.
Cause. Termination by the Company of Executive’s employment for “Cause” shall mean termination # upon the willful and continued failure by Executive to substantially perform Executive’s duties with the Company or its affiliates, as the case may be, (other than any such failure resulting from Executive’s incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to Executive by the Chief Executive Officer, which demand specifically identifies the manner in which the Chief Executive Officer believes that Executive has not substantially performed Executive’s duties, and Executive is given a reasonable opportunity to remedy such identified failure to perform, or # the willful engaging by Executive in conduct which is demonstrably and materially injurious to the Company or its affiliates, as the case may be, monetarily or otherwise. For purposes of this subsection, 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 without reasonable belief that Executive’s action or omission was in the best interest of the Company or its affiliates, as the case may be.
Cause. The Company may terminate the Executive’s employment during the Employment Period either with or without Cause. For purposes of this Agreement, “Cause” shall have the meaning set forth in the General Severance Plan (as defined below) or, if the Executive’s termination occurs within six (6) months prior to or twenty-four (24) months following a Change in Control, the meaning set forth in the Change in Control Severance Plan.
Cause.For purposes of this Plan, the term “Cause” will have the meaning assigned to that term under a Participant’s Employment Continuity Agreement with the Company, as such Agreement may be amended from time to time.
Cause. For purposes of this Agreement, “Cause” means a good faith finding by the Board that:
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