A Notice of Termination. for Cause is required to include a copy of a resolution duly adopted by the affirmative vote of a simple majority of the entire membership of the Board at a meeting of the Board, which was called and held for the purpose of considering such termination (which meeting may be a regular meeting of the Board where prior notice of consideration of such termination is given to members of the Board) finding that, in the good faith opinion of the Board, that the Executive engaged in conduct set forth in the definition of Cause herein and specifying the particulars thereof in detail.
Appears in 10 contracts
Samples: Change in Control and Severance Agreement (Church & Dwight Co Inc /De/), And Severance Agreement (Church & Dwight Co Inc /De/), Change in Control (Church & Dwight Co Inc /De/)
A Notice of Termination. for Cause is required to must include a copy of a resolution duly adopted by the affirmative vote of a simple majority not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board, Board which was called and held for the purpose of considering such termination (which meeting may after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive's counsel, to be a regular meeting of the Board where prior notice of consideration of such termination is given to members of heard before the Board) finding that, in the good faith opinion of the Board, that the Executive engaged in was guilty of conduct set forth in clause (A) or (B) of the definition of Cause herein herein, and specifying the particulars thereof in detail.
Appears in 4 contracts
Samples: Transitional Compensation Agreement (Amcore Financial Inc), Transitional Compensation Agreement (Amcore Financial Inc), Transitional Compensation Agreement (Amcore Financial Inc)
A Notice of Termination. for Cause is required to must include a copy of a resolution duly adopted by the affirmative vote of a simple majority not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board, Board which was called and held for the purpose of considering such termination (which meeting may after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive’s counsel, to be a regular meeting of the Board where prior notice of consideration of such termination is given to members of heard before the Board) finding that, in the good faith opinion of the Board, that the Executive engaged in was guilty of conduct set forth in clause (A) or (B) of the definition of Cause herein herein, and specifying the particulars thereof in detail.
Appears in 1 contract
Samples: Confidentiality and Non Competition Agreement (Amcore Financial Inc)