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Cause. The Corporation may terminate the Executive's employment for Cause. For purposes of the Agreement, the Corporation shall have "Cause" to terminate the Executive's employment hereunder upon # the willful and continued failure by the Executive to substantially perform his duties with the Corporation (other than any such failure resulting from his incapacity due to physical or mental illness) after a demand for substantial performance is delivered to the Executive by the Corporation which specifically identifies the manner that the Executive has not substantially performed his duties or # the willful engaging by the Executive in gross misconduct materially and demonstrably injurious to the Corporation. For purposes of this paragraph, no act, or 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 and without reasonable belief that his action or omission was in the best interests of the Corporation. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon [clauses [(A) or (B) above]e]] unless and until there shall have been delivered to him a copy of a resolution, duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in [clauses (A) or (B)])] and specifying the particulars thereof in detail.

Cause. The CorporationCompany may terminate the Executive'Executive’s employment for Cause. For purposes of this Agreement only, the Agreement, the CorporationCompany shall have "Cause"Cause to terminate the Executive'Executive’s employment hereunder only upon # the willful and continued failure byof the Executive to attempt to perform substantially perform his duties with the CorporationCompany (other than any such failure resulting from his incapacity due to physical or mental illness)Disability), after a demand for substantial performance is delivered to the Executive by the CorporationBoard or the Chief Executive Officer of the Company, which specifically identifies the manner thatin which the Executive has not attempted to substantially performedperform his dutiesduties, or # the willful engaging by the Executive in grosswillful misconduct which is materially and demonstrably injurious to the Corporation.Company, monetarily or otherwise. For purposes of this paragraph,[Section 3(d)], no act, or failure to act, on the Executive's part of the Executive shall be considered "willful"“willful” unless it is done, or omitted to be done, by him notthe Executive in goodbad faith and without reasonable belief that histhe Executive’s action or omission was in the best interests of the Corporation.Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer of the Company or a senior officer of the Company or based upon the advice of counsel for the Company 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. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon [clauses [(A) or (B) above]e]] unless and until there shall have been delivered to himthe Executive a copy of a resolution,resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membershipat least 3/4 of the Board (excluding the Executive) at a meeting of the Board called and held for thesuch purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity for him,opportunity, together with his counsel,counsel for the Executive, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in [clauses (A) or (B)])the second sentence of this [Section 3(d)] and specifying the particulars thereof in detail.thereof.

Cause. The CorporationAt any time during the Employment Period, the Company may terminate this Agreement and the Executive'Executive’s employment hereunder for Cause. For purposes of thethis Agreement, the CorporationCause shall have "Cause" to terminate the Executive's employment hereunder uponmean: # the willful and continued failure byof the Executive to perform substantially perform his duties withand responsibilities to the CorporationCompany (other than any such failure resulting from his incapacity due to physicalthe Executive’s death or mental illness)Disability) after a written demand by the Board for substantial performance is delivered to the Executive by the CorporationCompany, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties or # theand responsibilities, which willful engagingand continued failure is not cured by the Executive inwithin thirty (30) days following his receipt of such written demand; # the conviction of, or plea of guilty or nolo contendere to, a felony, or # fraud, dishonesty or gross misconduct which is materially and demonstrablydemonstratively injurious to the Corporation. For purposesCompany. Termination under [[clauses (b) or (c) of this paragraph, no act, or 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 and without reasonable belief that his action or omission was in the best interests of the Corporation. Notwithstanding the foregoing, the ExecutiveSection 11(c)(1)])]] shall not be deemedsubject to have been terminated for Cause based upon [clauses [(A) or (B) above]e]] unless and until there shall have been delivered to him a copy of a resolution, duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in [clauses (A) or (B)])] and specifying the particulars thereof in detail.cure.

Cause. The CorporationAt any time during the Employment Period, the Company may terminate this Agreement and the Executive'Executive’s employment hereunder for Cause. For purposes of thethis Agreement, the CorporationCause shall have "Cause" to terminate the Executive's employment hereunder uponmean: # the willful and continued failure byof the Executive to perform substantially perform his duties withand responsibilities for the CorporationCompany (other than any such failure resulting from his incapacity due to physicalthe Executive’s death or mental illness)Disability) after a written demand by the Board for substantial performance is delivered to the Executive by the CorporationCompany, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties or # theand responsibilities, which willful engagingand continued failure is not cured by the Executive inwithin thirty (30) days following his receipt of such written demand; # the conviction of, or plea of guilty or nolo contendere to, a felony, or # fraud, dishonesty or gross misconduct which is materially and demonstrablydemonstratively injurious to the Corporation. For purposesCompany. Termination under [[clauses (b) or (c) of this paragraph, no act, or 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 and without reasonable belief that his action or omission was in the best interests of the Corporation. Notwithstanding the foregoing, the ExecutiveSection 11(c)(1)])]] shall not be deemedsubject to have been terminated for Cause based upon [clauses [(A) or (B) above]e]] unless and until there shall have been delivered to him a copy of a resolution, duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in [clauses (A) or (B)])] and specifying the particulars thereof in detail.cure.

Cause. The Corporation may terminate the Executive's employment for Cause. For purposesCause” means a termination evidenced by a resolution adopted in good faith by no less than two-thirds of the Agreement,Board that the Corporation shall have "Cause" to terminate the Executive's employment hereunder uponExecutive # the willfulintentionally and continued failure by the Executivecontinually failed to substantially perform histhe Executive’s duties withto the CorporationCompany (other than any sucha failure resulting from histhe Executive's incapacity due to physical or mental illness) which failure continued for a period of at least thirty (30) days after a demand for substantial performance iswritten notice having been delivered to the Executive by the Corporation which specifically identifiesCompany specifying the manner thatin which the Executive has notfailed to substantially performed his dutiesperform, or # the willful engaging by the Executiveintentionally engaged in gross misconductconduct which is demonstrably and materially and demonstrably injurious to the Corporation. For purposesCompany, monetarily, or otherwise; provided, however, that no termination of this paragraph, no act, or failure to act, on the Executive's partemployment shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Corporation. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon [clauses [(A) or (B) above]e]under this [clause (ii)] unless and until there shall have been delivered to him a copy of a resolution, duly adopted by# the affirmative vote of not less than two-thirds of the entire membership of the Board at meeting of the Board called and held for the purpose (after reasonableCompany delivers written notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), findingstating that in the good faith opinion of the Board the Executive was guilty of the conduct set forth above in [clauses (A) or (B)])[clause (ii)] and specifying the particulars thereof in detail.detail, and # 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 “intentional” unless the Executive has acted, or failed to act, with an absence of good faith and without a reasonable belief that the Executive’s action or failure to act was in the best interest of the Company. Notwithstanding anything in this Agreement to the contrary, the Executive’s failure to perform after a Notice of Termination is given by the Executive shall not constitute Cause for purposes of this Agreement.

Cause. The CorporationCompany may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean # repeated violations by the Agreement, the Corporation shall have "Cause" to terminateExecutive of the Executive's employment hereunder upon # the willful and continued failure by the Executive to substantially perform his duties with the Corporationobligations under [Section 4] of this Agreement (other than any such failure resulting from hisas a result of incapacity due to physical or mental illness) after a demand for substantial performance is delivered to the Executive by the Corporation which specifically identifies the manner that the Executive has not substantially performed his duties or # theare demonstrably willful engaging by the Executive in gross misconduct materially and demonstrably injurious to the Corporation. For purposes of this paragraph, no act, or failure to act,deliberate on the Executive's part shall be considered "willful" unless done,part, which are committed in bad faith or omitted to be done, by him not in good faith and without reasonable belief that his action or omission wassuch violations are in the best interests of the Corporation. NotwithstandingCompany and which are not remedied in a reasonable period of time after receipt of written notice from the foregoing,Company specifying such violations # material violation of the Company’s Code of Business Conduct & Ethics; # intentional misconduct that results in financial or reputational harm to the Company or its Affiliated Companies; # violation of the Protective Covenants set forth in [Section 11] below; or # the conviction of the Executive shall not be deemed to have been terminated for Cause based upon [clauses [(A) or (B) above]e]] unless and until there shall have been delivered to him a copy of a resolution, duly adopted byfelony involving an act of dishonesty intended to result in substantial personal enrichment at the affirmative vote of not less than two-thirdsexpense of the entire membership of the Board at meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in [clauses (A)Company or (B)])] and specifying the particulars thereof in detail.its Affiliated Companies.

Cause. The CorporationCompany may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean # repeated violations by the Agreement, the Corporation shall have "Cause" to terminateExecutive of the Executive's employment hereunder upon # the willful and continued failure by the Executive to substantially perform his duties with the Corporationobligations under [Section 4] of this Agreement (other than any such failure resulting from hisas a result of incapacity due to physical or mental illness) after a demand for substantial performance is delivered to the Executive by the Corporation which specifically identifies the manner that the Executive has not substantially performed his duties or # theare demonstrably willful engaging by the Executive in gross misconduct materially and demonstrably injurious to the Corporation. For purposes of this paragraph, no act, or failure to act,deliberate on the Executive's part shall be considered "willful" unless done,part, which are committed in bad faith or omitted to be done, by him not in good faith and without reasonable belief that his action or omission wassuch violations are in the best interests of the Corporation. NotwithstandingCompany and which are not remedied in a reasonable period of time after receipt of written notice from the foregoing,Company specifying such violations or # the conviction of the Executive shall not be deemed to have been terminated for Cause based upon [clauses [(A) or (B) above]e]] unless and until there shall have been delivered to him a copy of a resolution, duly adopted byfelony involving an act of dishonesty intended to result in substantial personal enrichment at the affirmative vote of not less than two-thirdsexpense of the entire membership of the Board at meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in [clauses (A)Company or (B)])] and specifying the particulars thereof in detail.its Affiliated Companies.

Cause. The Corporation may terminate"Cause" for termination by the Company of Executive's employment, shall mean # an action by Executive involving willful malfeasance in connection with his employment which results in material harm to the Company, # a material and continuing breach by Executive of the terms of this Agreement which breach is not cured within 60 days after Executive receives written notice from the Company of any such breach or # Executive being convicted of a felony. Termination of Executive for Cause shall be communicated by a Notice of Termination given within six months after the Board both # had knowledge of conduct or an event allegedly constituting Cause and # had reason to believe that such conduct or event could be grounds for Cause. For purposes of the Agreement, the Corporation shall have "Cause" to terminate the Executive's employment hereunder upon # the willful and continued failure by the Executive to substantially perform his duties with the Corporation (other than any such failure resulting from his incapacity due to physical or mental illness) after a demand for substantial performance is delivered to the Executive by the Corporation which specifically identifies the manner that the Executive has not substantially performed his duties or # the willful engaging by the Executive in gross misconduct materially and demonstrably injurious to the Corporation. For purposes of this paragraph,definition, no act, or failure to act, on the Executive's part shall be considereddeemed "willful" unless done, or omitted to be done, by himExecutive not in good faith and without reasonable belief that his actionExecutive's act, or omissionfailure to act, was in the best interestsinterest of the Corporation. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon [clauses [(A) or (B) above]e]] unlessCompany and until there shall have been delivered to him a copy of a resolution, duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in [clauses (A) or (B)])] and specifying the particulars thereof in detail.its subsidiaries.

Cause. The Corporation may terminateupon the Executive's employmenttermination of the Executive by the Company for Cause. For purposes of this Agreement, “Cause” shall mean the Agreement, the Corporation shall have "Cause" to terminate the Executive'Executive’s employment hereunder upon # the willful and continued failure by the Executive to substantially perform his duties withobligations under this Agreement, or the Corporation (other than any such failure resulting from his incapacity due to physicalExecutive’s willful engagement in illegal conduct or mental illness) after a demand for substantial performance is delivered to the Executive by the Corporation which specifically identifies the manner that the Executive has not substantially performed his duties or # the willful engaging by the Executive in gross misconduct that is materially and demonstrably injurious to the Corporation. For purposes of this paragraph,Company, provided that no act,act or failure to act, onact by the Executive's partExecutive shall be considered "willful"“willful” unless it is done, or omitted to be done, by him not in goodbad faith and without reasonable belief that histhe Executive’s action or omission was in the best interests of the Corporation. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon [clauses [(A) or (B) above]e]] unless and until there shall have been delivered to him a copy of a resolution, duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in [clauses (A) or (B)])] and specifying the particulars thereof in detail.Company;

Cause. The Corporation may terminate the Executive'In connection with a termination of Executive’s employment for Cause. For purposesby the Company, “Cause” shall mean any one or more of the Agreement, the Corporation shall have "Cause" to terminate the Executive's employment hereunder uponfollowing reasons: # the willful and continuedmaterial failure by the Executive to substantially perform histhe duties with the Corporationrequired of her hereunder (other than any such failure resulting from his incapacity due to physical or mental illness)illness of the Executive or material changes in the direction and policies of the Board of Directors of Company), if such failure continues for fifteen (15) days after a written demand for substantial performance is delivered to the Executive by the CorporationCompany which specifically identifies the manner in which it is believed that the Executive has not substantially performed hisfailed to attempt to perform her duties orhereunder; # the willful engaging by the Executive in grosswillful misconduct materially and demonstrably injurious to the Corporation.Company; # receipt by the Company of a notice (which shall not have been appealed by Executive or shall have become final and non-appealable) of any governmental body or entity having jurisdiction over the Company requiring termination or removal of the Executive from her then present position, or receipt of a written directive or order of any governmental body or entity having jurisdiction over the Company (which shall not have been appealed by Executive or shall have become final and non-appealable) requiring termination or removal of the Executive from her then present position; # personal dishonesty, incompetence, willful misconduct, willful breach of fiduciary duty involving personal profit or conviction of a felony; or # material breach of any provision set forth in [Sections 6, 7, 8 or 9]9]9]9], to the extent applicable. For purposes of this paragraph,section, no act, or failure to act, on the Executive'Executive’s part shall be considered "willful"‘‘willful’’ unless done,done or omitted to be done,done by him notExecutive in goodbad faith and without reasonable belief that hisher action or omission was in the best interestsinterest of the Corporation. Notwithstanding the foregoing,Company. Any act or omission to act by the Executive in reliance upon a written opinion of counsel to Company shall not be deemed to have been terminated for Cause based upon [clauses [(A) or (B) above]e]] unless and until there shall have been delivered to him a copy of a resolution, duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in [clauses (A) or (B)])] and specifying the particulars thereof in detail.willful.

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