Cause. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean:
Cause. “Cause” means:
Cause. Subject to the terms of this Agreement, the Company may terminate the Executive’s employment with the Company at any time for “Cause”. For the purposes of this Agreement, “Cause” is defined as (i) the ultimate conviction (after all appeals have been decided) of the Executive by a court of competent jurisdiction of, or a plea of nolo contendrere or a plea of guilty by the Executive to, a felony involving moral turpitude; or (ii) willful or gross misconduct or gross neglect of duties by the Executive, which has a material adverse effect on the Company, provided that, (a) no action or failure to act by the Executive will constitute a reason for termination if the Executive believed in good faith that such action or failure to act was in the Company’s best interests, as determined in good faith by the Board in its sole discretion, and (b) failure of the Executive to perform his duties hereunder due to a Disability shall not be considered gross misconduct or willful, gross neglect of duties for any purpose; (iii) the commission by the Executive of an act of fraud or embezzlement against the Company or a subsidiary of the Company; (iv) the Executive’s willful failure to comply with any valid and legal directive of the Board; (v) the Executive’s material violation of the Company’s written policies or codes of conduct, including written policies related to discrimination, harassment, performance of illegal or unethical activities, and ethical misconduct; (vi) the Executive’s willful unauthorized disclosure of Confidential Information (as defined in Section 8.7.1 of this Agreement); or (vii) the Executive’s breach of any material provision of this Agreement or any other written agreement between the Executive and the Company, provided however, that failure of the Executive to perform his duties hereunder due to Disability shall not be considered a breach of this Agreement. For the purposes of this Section 4.1.3, no act or failure to act shall be considered “willful” unless done or omitted to be done by the Executive in bad faith and without reasonable belief that Executive’s action or omission was in the best interest of the Company.
Cause. EDGEN may, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month period.
Cause. For purposes of this Agreement, “Cause” shall mean:
Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following (i) the willful and continued failure by Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee'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 interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d).
Cause. The Employers may terminate the Employment Period at any time for Cause, effective upon delivery of prior written notice to Employee. For the purposes of this Agreement, “Cause” shall mean Employee’s (i) breach of Section 9, (ii) material breach of any other term or provision of this Agreement which is not cured by Employee within 20 days of written notice thereof from either of the Employers (which notice shall specify that such notice is being delivered for purposes of this Section 3(c)(ii)), (iii) fraud or dishonesty in the course of Employee’s employment, (iv) for reasons other than Disability, continued gross neglect of the duties to be performed by Employee hereunder which results in material harm to the Employers and which is not cured by Employee within 20 days of written notice thereof from the Employers (which notice shall specify that such notice is being delivered for purposes of this Section 3(c)(iv)), (v) material violation of any of the Policies that results in material injury to one or both of the Employers or (vi) conviction or pleading guilty or nolo contendere to any felony charge. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause pursuant to clauses (i) through (v) of this Section 3(c) unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than either (A) a majority of the members of the Board or (B) two-thirds of the independent members of the Board, at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with counsel of Employee’s choosing, to be heard before the Board not less than 10 days after the giving of such notice), finding that in the good faith opinion of the Board, Employee conducted himself as set forth above in clauses (i) through (v) of this Section 3(c) and specifying the particulars of such conduct in detail. Notwithstanding anything contained in this Agreement to the contrary, Employee’s failure to perform his duties or fulfill his obligations under this Agreement after receiving a notice of termination shall not constitute proper Cause for purposes of this Agreement.
Cause. Termination for "Cause" shall mean termination of the Executive's employment because of:
Cause. Termination of the Executive’s employment for “Cause” shall mean termination because of personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order or material breach of any provision of this Agreement.
Cause. The Company may terminate the Executive’s employment at any time for Cause upon written notice to the Executive, in which event all payments under this Agreement shall cease, except for the Accrued Obligations.
