Common use of DEFINITION OF "FOR CAUSE Clause in Contracts

DEFINITION OF "FOR CAUSE. The termination of the Executive's employment by the Company shall be deemed "For Cause" if it results from: (a) the willful and continued failure by the Executive substantially to perform his employment duties or regular failure to follow the specific directives of the Executive's supervisor, after written 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 to the Executive; (b) the willful engaging by the Executive in misconduct which is materially injurious to the Company, monetarily or otherwise; (c) the Executive's death; or (d) an accident or illness which renders the Executive unable, for a period of two (2) consecutive months or an aggregate of sixty-one (61) days in any calendar year, to perform the essential functions of his job notwithstanding the provision of reasonable accommodation by Employer. For purposes of this section, 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 interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated For Cause under subsection (a) or (b) without (i) reasonable advance written notice to the Executive setting forth the reasons for the Company's intention to terminate For Cause, and (ii) delivery to the Executive of written notice of termination from the Company finding that the Executive was guilty of conduct set forth above in clause (a) or (b) and specifying the particulars thereof in detail.

Appears in 5 contracts

Samples: Executive Continuity Agreement (Maxxim Medical Inc), Executive Continuity Agreement (Maxxim Medical Inc), Executive Continuity Agreement (Maxxim Medical Inc)

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DEFINITION OF "FOR CAUSE. The termination of the Executive's employment by the Company shall be deemed "For Cause" if it results from: (a) the willful and continued failure by the Executive substantially to perform his employment duties or regular failure to follow the specific directives of the Executive's supervisorBoard, after written 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 to the ExecutiveExecutives; (b) the willful engaging by the Executive in misconduct which is materially injurious to the Company, monetarily or otherwise; (c) the Executive's death; or (d) an accident or illness which renders the Executive unable, for a period of two at least six (26) consecutive months or an aggregate of sixty-one (61) days in any calendar yearmonths, to perform the essential functions of his job notwithstanding the provision of reasonable accommodation by Employer. For purposes of this section, 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 interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated For Cause under subsection (a) or (b) without (i) reasonable advance written notice 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 Board, and (iiiii) delivery to the Executive of written notice of termination from the Company Board finding that that, in the good faith opinion of the Board, the Executive was guilty of conduct set forth above in clause (a) or (b) and specifying the particulars thereof in detail.

Appears in 1 contract

Samples: Executive Continuity Agreement (Maxxim Medical Inc)

DEFINITION OF "FOR CAUSE. The termination Termination of the Executive's employment by the Company shall be deemed "For Cause" if it results from: (a) the willful and continued failure by the Executive substantially to perform his employment duties hereunder or regular failure to follow the specific directives of the Executive's supervisorBoard, after written 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 to the ExecutiveCompany; (b) the willful engaging by the Executive in misconduct which is materially injurious to the Company, monetarily or otherwise; (c) the Executive's death; or (d) an accident or illness which renders the Executive unable, for a period of two at least six (26) consecutive months or an aggregate of sixty-one (61) days in any calendar yearmonths, to perform the essential functions of his job job, notwithstanding the provision of reasonable accommodation by Employer. For purposes of this section, 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 interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated For Cause under subsection (a) or (b) without b)without (i) reasonable advance written notice 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 Board, and (iiiii) delivery to the Executive of written a notice of termination from the Company Board finding that that, in the good faith opinion of the Board, the Executive was guilty of conduct set forth above in clause (a) or (b) of the preceding sentence and specifying the particulars thereof in detail.

Appears in 1 contract

Samples: Termination Agreement (Maxxim Medical Inc)

DEFINITION OF "FOR CAUSE. The termination of the Executive's employment by the Company shall be deemed "For Cause" if it results from: (a) the willful and continued failure by the Executive substantially to perform his employment duties or regular failure to follow the specific directives of the Executive's supervisor, after written 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 to the Executive; (b) the willful engaging by the Executive in misconduct which is materially injurious to the Company, monetarily or otherwise; (c) the Executive's death; or (d) an accident or illness which renders the Executive unable, for a period of two four (24) consecutive months or an aggregate of sixtyone hundred twenty-one (61121) days in any calendar year, to perform the essential functions of his job notwithstanding the provision of reasonable accommodation by Employer. For purposes of this section, 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 interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated For Cause under subsection (a) or (b) without (i) reasonable advance written notice 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 Board, and (iiiii) delivery to the Executive of written notice of termination from the Company Board finding that that, in the good faith opinion of the Board, the Executive was guilty of conduct set forth above in clause (a) or (b) and specifying the particulars thereof in detail.

Appears in 1 contract

Samples: Executive Continuity Agreement (Maxxim Medical Inc)

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DEFINITION OF "FOR CAUSE. The termination of the Executive's employment by the Company shall be deemed "For Cause" if it results from: (a) the willful and continued failure by the Executive substantially to perform his employment duties or regular failure to follow the specific directives of the Executive's supervisor, after written 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 to the Executive; (b) the willful engaging by the Executive in misconduct which is materially injurious to the Company, monetarily or otherwise; (c) the Executive's death; or (d) an accident or illness which renders the Executive unable, for a period of two four (24) consecutive months or an aggregate of sixtyone hundred twenty-one (61121) days in any calendar year, to perform the essential functions of his job notwithstanding the provision of reasonable accommodation by Employer. For purposes of this section, 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 interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated For Cause under subsection (a) or (b) without (i) reasonable advance written notice 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 Board, and (iiiii) delivery to the Executive of written notice of termination from the Company Board finding that that, in the Executive was guilty good faith opinion of conduct set forth above in clause (a) or (b) and specifying the particulars thereof in detail.Board, the

Appears in 1 contract

Samples: Executive Continuity Agreement (Maxxim Medical Inc)

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