Common use of Cause Definition Clause in Contracts

Cause Definition. For purposes of this Agreement, "Cause" for termination shall mean any of the following: (i) conviction of, a guilty plea with respect to, or a plea of nolo contendere to, a charge that Executive has committed a felony under the laws of the United States or of any state or a crime involving moral turpitude, including, but not limited to, fraud, theft, embezzlement or any crime that results in or is intended to result in personal enrichment at the expense of the Company or any Affiliate (as defined herein); (ii) material breach by Executive of any agreement entered into between the Executive and the Company or any Affiliate that impairs the Company's or Affiliate's interests therein; (iii) Executive's willful misconduct, significant failure to perform his duties, or gross neglect by Executive of his duties, provided that the Company first provides Executive with written notice of such conduct and a reasonable opportunity to cure such conduct, if such conduct is reasonably susceptible to cure; (iv) Executive's engagement in any activity that constitutes a material conflict of interest with the Company or any Affiliate; and (v) any material breach by Executive of his Proprietary Information Agreement. For purposes of this Agreement, "Affiliate" means any parent corporation or subsidiary corporation of the Company, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Internal Revenue Code of 1986, as amended.

Appears in 4 contracts

Samples: Senior Management Key Employee Agreement (Invision Technologies Inc), Senior Management Key Employee Agreement (Invision Technologies Inc), Senior Management Key Employee Agreement (Invision Technologies Inc)

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Cause Definition. For purposes of this Agreement, "Cause" for termination shall mean any of the following: (i) conviction of, a guilty plea with respect to, or a plea of nolo contendere to, a charge that Executive has committed a felony under the laws of the United States or of any state or a crime involving moral turpitude, including, but not limited to, fraud, theft, embezzlement or any crime that results in or is intended to result in personal enrichment at the expense of the Company or any Affiliate (as defined herein); (ii) material breach by Executive of any agreement entered into between the Executive and the Company or any Affiliate that impairs the Company's ’s or Affiliate's ’s interests therein; (iii) Executive's ’s willful misconduct, significant failure to perform his duties, or gross neglect by Executive of his duties, provided that the Company first provides Executive with written notice of such conduct and a reasonable opportunity to cure such conduct, if such conduct is reasonably susceptible to cure; (iv) Executive's ’s engagement in any activity that constitutes a material conflict of interest with the Company or any Affiliate; and (v) any material breach by Executive of his Proprietary Information Agreement. For purposes of this Agreement, "Affiliate" means any parent corporation or subsidiary corporation of the Company, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Internal Revenue Code of 1986, as amended.

Appears in 1 contract

Samples: Key Employee Agreement (Invision Technologies Inc)

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