Common use of DEFINITION OF "FOR CAUSE Clause in Contracts

DEFINITION OF "FOR CAUSE. The termination of Executive’s employment by the Company shall be deemed “For Cause” if it results from (a) the commission of an act of fraud, embezzlement, theft or proven dishonesty, or any other illegal act or practice (whether or not resulting in criminal prosecution or conviction), including theft or destruction of property of the Company, or any other act or practice which the Board of Directors of the Company (the “Board”) shall, in good faith, deem to have resulted in the recipient’s becoming unbondable under the Company’s fidelity bond; (b) the willful engaging in misconduct which is deemed by the Board, in good faith, to be materially injurious to the Company, monetarily or otherwise, including, but not limited to, improperly disclosing trade secrets or other confidential or sensitive business information and data about the Company and competing with the Company, or soliciting employees, consultants or customers of the Company in violation of law or any employment or other agreement to which the recipient is a party; (c) the continued failure or habitual neglect by the Executive to perform his or her duties with the Company; or (d) other disregard of the Company’s Bylaws, Code of Business Conduct and Ethics, or other rules or policies of the Company or any subsidiary, or conduct evidencing willful or wanton disregard of the interests of the Company. For purposes of this Agreement, no act or failure to act by the recipient shall be deemed “willful” unless done or omitted to be done by the Executive not in good faith and without reasonable belief that the Executive’s action or omission was in the best interest of the Company. Notwithstanding the foregoing, if Executive has entered into an employment agreement that is binding as of the date of such event, and if such employment agreement defines “Cause,” then the definition of “Cause” in such agreement shall apply. The determination of whether the Executive has engaged in an act that constitutes Cause shall be made by the Board, which prior to making such determination shall provide written notice of the event of Cause to the Executive and allow the Executive a reasonable opportunity to cure such event.

DEFINITION OF "FOR CAUSE. The termination of Executive’s employment by the Company shall be deemed “For Cause” if it results from (a) the commission of an act of fraud, embezzlement, theft or proven dishonesty, or any other illegal act or practice (whether or not resulting in criminal prosecution or conviction), including theft or destruction of property of the Company, or any other act or practice which the Board of Directors of the Company (the “Board”) shall, in good faith, deem to have resulted in the recipient’s becoming unbondable under the Company’s fidelity bond; (b) the willful engaging in misconduct which is deemed by the Board, in good faith, to be materially injurious to the Company, monetarily or otherwise, including, but not limited to, improperly disclosing trade secrets or other confidential or sensitive business information and data about the Company and competing with the Company, or soliciting employees, consultants or customers of the Company in violation of law or any employment or other agreement to which the recipient is a party; (c) the continued failure or habitual neglect by the Executive to perform his or her duties with the Company; or (d) other disregard of the Company’s Bylaws, Code of Business Conduct and Ethics, or other rules or policies of the Company or any subsidiary, or conduct evidencing willful or wanton disregard of the interests of the Company. For purposes of this Agreement, no act or failure to act by the recipient shall be deemed “willful” unless done or omitted to be done by the Executive not in good faith and without reasonable belief that the Executive’s action or omission was in the best interest of the Company. Notwithstanding the foregoing, if Executive has entered into an employment agreement that is binding as of the date of such event, and if such employment agreement defines “Cause,” then the definition of “Cause” in such agreement shall apply. The determination of whether the Executive has engaged in an act that constitutes Cause shall be made by the Board, which prior to making such determination shall provide written notice of the event of Cause to the Executive and allow the Executive a reasonable opportunity to cure such event.

DEFINITION OF "FOR CAUSE. The termination Termination of the Executive’s 's employment by the Company shall be deemed “"For Cause” " if it results from from: (a) the commission willful or continued failure by the Executive substantially to perform his duties hereunder or regular failure to follow the specific directives of an act of fraudthe Chief Executive Officer, embezzlementPresident or Chief Financial Officer, theft after demand for substantial performance that specifically identifies the manner in which the Company believes the Executive has not substantially performed his duties is delivered by the Company; (b) misappropriated funds or proven dishonesty, or any other illegal act or practice (whether or not resulting in criminal prosecution or conviction), including theft or destruction of property of the CompanyCompany or otherwise engaged in acts of dishonesty, fraud, misrepresentation or any other act or practice acts of moral turpitude, even if not in connection with the performance of his duties hereunder, which would result in serious prejudice to the Board of Directors interests of the Company (the “Board”) shall, in good faith, deem if he were retained as an employee or secured any personal profit not thoroughly disclosed to have resulted in the recipient’s becoming unbondable under the Company’s fidelity bond; (b) the willful engaging in misconduct which is deemed and approved by the Board, in good faith, to be materially injurious to the Company, monetarily or otherwise, including, but not limited to, improperly disclosing trade secrets or other confidential or sensitive business information and data about the Company and competing with the Company, or soliciting employees, consultants or customers of the Company in violation connection with any transaction entered into on behalf of law or with the Company or any employment or other agreement to which affiliate of the recipient is a party; Company; (c) the continued failure or habitual neglect by the Executive to perform his or her duties with the CompanyExecutive's death; or or (d) other disregard an accident or illness which renders the Executive unable, for a period of at least six (6) consecutive months, to perform the Company’s Bylawsessential functions of his job, Code notwithstanding the provision of Business Conduct and Ethics, or other rules or policies of the Company or any subsidiary, or conduct evidencing willful or wanton disregard of the interests of the reasonable accommodation by Company. For purposes of this Agreementsection, no act act, or failure to act by act, on the recipient Executive's part shall be deemed “considered "willful” " unless done done, or omitted to be done done, by the Executive him not in good faith and without reasonable belief that the Executive’s his action or omission was in the best interest of the Company. Notwithstanding the foregoing, if Executive has entered into an employment agreement that is binding as of the date of such event, and if such employment agreement defines “Cause,” then the definition of “Cause” in such agreement shall apply. The determination of whether the Executive has engaged in an act that constitutes shall not be deemed to have been terminated For Cause shall be made by the Board, which prior to making such determination shall provide written under subsection (a)without (i) reasonable notice of the event of Cause to the Executive setting forth the reasons for the Company's intention to terminate For Cause, (ii) an opportunity for the Executive, together with his counsel, to be heard before the Chief Executive Officer, President or Chief Financial Officer, and allow (iii) delivery to the Executive of a reasonable opportunity to cure such eventnotice of termination from the Chief Executive Officer, President or Chief Financial Officer finding that, in the good faith opinion of the Chief Executive Officer, President or the Chief Financial Officer, the Executive was guilty of conduct set forth above in clause (a) of the preceding sentence and specifying the particulars thereof in detail.