Discharge or Resignation Sample Clauses

Discharge or Resignation. (a) Employee may be discharged prior to the expiration of the term of this Agreement (1) for "Just Cause"; or (2) upon 60 days written notice, even if "Just Cause" does not exist. (b) For a discharge which occurs prior to a "Change in Control," as defined herein, "Just Cause" shall mean that the Company, acting in good faith based upon the information then known to the Company, determines that Employee has: (1) committed a material breach of his duties and responsibilities to the Company (other than as a result
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Discharge or Resignation. When an employee is discharged or resigns, payment will be made at the next regular payday. If requested, he will be given a certificate stating term of service and in what capacity he was employed.
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Discharge or Resignation. A. The Employer's Board of Directors may terminate the Executive's employment at any time, but any termination by the Employer's Board of Directors other than termination for cause, shall not prejudice the Employee's right to compensation or other benefits under this Agreement. The Executive shall have no right to receive compensation or other benefits for any period after termination for cause. Termination for cause shall include termination because of the Executive's 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. B. If the Executive is suspended and/or temporarily prohibited from participating in the conduct of Shore Bank's affairs by a notice served under Section 8(e)(3) or (g)(1) of (the) Federal Deposit Insurance Act (12 U.S.C. 1818(e)(3) and (g) (1) the Employer's obligations under this Agreement shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. C. If the Executive is removed and/or permanently prohibited from participating in the conduct of Shore Bank's affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(4) or (g)(1), all obligations of the Employer under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. D. If Shore Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act), all obligations under the contract shall terminate as of the date of default, but this paragraph (b)(4) shall not affect any vested rights of the contracting parties. E. All obligations under this Agreement shall be terminated, except to the extent determined that continuation of this Agreement is necessary for the continued operation of the Employer: (1) by the Director or his or her designee at the time the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of ...
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Discharge or Resignation. If Employee ceases to be an employee of the Company, by reason of the fact that he is discharged for cause, as determined solely and exclusively by the Board, or by reason of his resignation or voluntary action, all rights of Employee to exercise the Options granted hereunder shall terminate, lapse, and be forfeited at the time of Employee’s termination of employment.
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Discharge or Resignation. When an employee is discharged or resigns, payment will be made at the next regular payday. If requested, they will be CAR DEPARTMENT COLLECTIVE AGREEMENT October 1, 2022 – SEPTEMBER 30, 2027 given a certificate stating term of service and in what capacity they were employed.
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Discharge or Resignation. (a) Consultant may be discharged prior to the expiration of the term of this Agreement only for Just Cause. For the purpose of any provision of this Agreement, the termination of Consultant's engagement shall be deemed to have been for "Just Cause" only: (i) if termination of his engagement shall have been the result of an act or acts of dishonesty on the part of Consultant constituting a felony and resulting or intended to result directly or indirectly in gain or personal enrichment at the expense of the Company, or (ii) if during the Consulting Term there has been a breach by Consultant of the provisions of Section 1 above, relating to the provision of executive consulting services to the Company, or of Section 4, relating to Confidential Information and non-competition, and such breach results in demonstrable material injury to the Company, and
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Discharge or Resignation. Escrow Agent at any time may: (i) be discharged by the giving to it of a written notice of termination signed by Seller and Purchaser or (ii) resign hereunder by giving written notice of its resignation to the other parties hereto, in either case such discharge or resignation notice to be given at least thirty (30) days prior to the date specified for such discharge or resignation to take effect, and upon the effective date thereof, the Holdback then held by Escrow Agent hereunder shall be delivered by it to such person as may be mutually agreed upon and designated in writing by the other parties executing this Escrow Agreement, whereupon all of the Escrow Agent's obligations hereunder shall cease and terminate. If no such person shall have been designated by such date, the withdrawing Escrow Agent may petition any court of competent jurisdiction located in the State of Indiana for the appointment of a successor Escrow Agent. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor Escrow Agent. If no new Escrow Agent is so appointed within thirty (30) days following such petition, Escrow Agent may deposit the Holdback with any court in the State of Indiana it reasonably deems appropriate, whereupon Escrow Agent shall be relieved of all further obligations hereunder. Any successor Escrow Agent appointed as provided in this Section 12 shall execute and deliver to the parties hereto an instrument in writing accepting such appointment hereunder, and thereupon the withdrawal of the predecessor Escrow Agent shall become effective, and all obligations of the predecessor Escrow Agent hereunder shall cease and terminate. The sole responsibility thereafter of the predecessor Escrow Agent shall be to deliver the Holdback to such successor Escrow Agent. For all purposes of this Escrow Agreement, the term "Escrow Agent" shall, subject to the provisions of this Section 12, also include any successor as Escrow Agent hereunder.
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Discharge or Resignation. (a) If an Optionee ceases to be an employee of the Company, by reason of the fact that he is discharged for cause, as determined solely and exclusively by the committee appointed by the Board to administer this Option (the "Committee"), all rights of the Optionee to exercise the Options granted hereunder shall terminate, lapse and be forfeited at the time of Optionee's termination of employment. (b) If an Optionee ceases to an employee of the Company by reason of his resignation or voluntary action, all rights of Optionee to exercise the Options granted hereunder shall terminate, lapse and be forfeited on the date which is 90 days following such resignation or voluntary action. The Option shall remain in full force and effect in all other respects. This Amendment shall be effective immediately.
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Discharge or Resignation. (i) In the event that the Employee's employment with the Company is terminated for any reason other than due to death or Disability, then the Company shall pay the Employee (A) any unpaid Base Salary through the Date of Termination, (B) plus an amount equal to the pro rated annual incentive for the fiscal year in which the Date of Termination occurs equal to the minimum annual incentive (determined without regard to any performance goals) provided in Section 3(b)(ii) multiplied by a fraction, the numerator of which is the number of days from the beginning of fiscal year until the Date of Termination, and the denominator of which is 365, plus (C) any previously vested benefits, such as previously vested retirement benefits, plus (D) any deferred compensation (including, without limitation, interest or other credits on such deferred amounts), any accrued vacation pay and any reimbursement for expenses incurred but not yet paid prior to such Date of Termination. Furthermore, the Company shall honor any rights previously vested in the Employee under a stock option or other similar plan or program. (ii) Furthermore, and in addition to the foregoing, in the event that the Employee's employment with the Company is terminated for any reason other than due to death or Disability, then the Company shall also pay the Employee an amount equal to the sum of his Base Salary for the balance of the Employment Term, plus the target annual incentive bonus scheduled for each year following the Date of Termination for the balance of the Employment Term (determined without regard to any performance goals). (iii) For purposes of this Agreement, "Date of Termination" means (A) in the case of Disability, the last day of the six month period referred to in Section 4(a), and (B) in all other cases, the actual date on which the Executive's employment terminates during the Term of Employment.
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Related to Discharge or Resignation

  • DISCHARGE OR SUSPENSION 10.1: The parties agree that the employees covered hereby will not be subject to discharge solely because of political reasons. Further, the Union recognizes and respects the statutory rights of the County and Sheriff; and the Employer recognizes and respects the statutory rights of the employees. 10.2: The Sheriff and/or his designate shall not discharge or suspend any employee without just cause. Any violation(s) which warrants a suspension shall be in writing. One (1) copy will be given to the employee, one (1) copy will be forwarded to the Union, one (1) copy will be forwarded to the Personnel Director by the Sheriff, and the Sheriff will retain the original. An error in furnishing copies shall not affect the merits of the discipline. Suspension notices shall remain in effect for a period not to exceed fifteen (15) calendar months from the date of the suspension notice. Any employee receiving three (3) suspension notices within fifteen (15) calendar months may be discharged with cause; however, this shall not be construed as requiring a specified number of suspension notices before discharge may be imposed. 10.3: All suspensions and/or discharges issued by designates of the Sheriff shall be reviewed by the Sheriff or his designee within twenty-four (24) hours following the suspension and/or discharge. If, in the opinion of the Sheriff, the suspension or discharge was unwarranted, the employee shall be reinstated in his position without loss of seniority or wages for the period of his discharge or suspension. 10.4: In the event an employee is accused and/or charged with an offense or with acts of misconduct that involve possible criminal action, the employee shall not be required to make any statements concerning the alleged offense without: A. Having a Union representative present, or, B. Without being presented with a written charge. Such written charges shall be provided as soon as possible but not more than seventy-two (72) hours subsequent thereto. The meeting with the Sheriff or his designated representative shall then be held as soon as possible but not more than forty-eight (48) hours after receiving the written charges. The employee against whom charges have been made may be represented at such meeting by a xxxxxxx or any Union member of his own choosing. 10.5: The Employer shall provide to an employee civil legal counsel necessary to cover any civil litigation arising out of the good faith performance of the officers duties by any law enforcement officers covered by this Agreement. The Employer will not provide legal assistance in defense of violations to the statutes or any ordinances, state, federal or local, allegedly committed by any law enforcement officers covered by this Agreement. The Employer shall not provide legal assistance for any alleged criminal misconduct of an officer at any time.

  • Discharge Without Cause The Bank may discharge the Officer without Cause at any time after the occurrence of a Change of Control or Pending Change of Control, and in such event: (a) The Bank shall pay and deliver to the Officer (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements: (i) During the Assurance Period, the Bank shall provide for the Officer and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for them immediately prior to the Officer’s resignation. The coverage provided under this section 6(b)(i) may, at the election of the Bank, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 6(b)(i). (ii) The Bank shall make a lump sum payment to the Officer (or, in the event of his death before payment, to his estate), in an amount equal to the value of the salary, bonus, short-term and long-term cash compensation that the Officer received in the calendar year preceding that in which the termination of employment with the Bank occurs to compensate the Officer for the payments the Officer would have received during the Assurance Period. Such lump sum shall be paid in lieu of all other payments of salary, bonus, short-term and long-term cash compensation provided for under this Agreement in respect of the period following any such termination. Such payment shall be made (without discounting for early payment) within thirty (30) days following the Officer’s termination of employment. The payments and benefits described in section 6(b) are referred to in this Agreement as the “Additional Change of Control Entitlements”.

  • Discharge for Cause If the Participant, prior to the Final Exercise Date, is discharged by the Company for “cause” (as defined below), the right to exercise this option shall terminate immediately upon the effective date of such discharge. “Cause” shall mean willful misconduct by the Participant or willful failure by the Participant to perform his or her responsibilities to the Company (including, without limitation, breach by the Participant of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Participant and the Company), as determined by the Company, which determination shall be conclusive. The Participant shall be considered to have been discharged for “Cause” if the Company determines, within 30 days after the Participant’s resignation, that discharge for cause was warranted.

  • No Discharge or Diminishment of Guaranty The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Guaranteed Obligations, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the Guaranteed Obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Security Agent, the Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any remedy under this Guaranty, the Credit Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).

  • No Discharge or Diminishment of Guarantee The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce any remedy under the Credit Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or omission that may or might in any manner or to the extent vary the risk of any Guarantor or that would otherwise operate as a discharge of each Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations).

  • Discharge of Agreement If the Developer fails to complete the development after six years from the date of registration of this Agreement at the Registry of Deeds or Land Registration Office Council may review this Agreement, in whole or in part, and may: (a) retain the Agreement in its present form; (b) negotiate a new Agreement; or (c) discharge this Agreement.

  • DISCHARGE, SUSPENSION AND DISCIPLINE 10:01 A claim by an employee who has completed probation that he or she has been unjustly discharged shall be treated as a grievance if a written statement of such discharge is lodged by the employee with the Administrator or designate within five (5) days after the employee has received his/her discharge notice. Such grievance will be taken up by the Union at a special meeting with the Administrator. 10:02 It is agreed that the Chairperson of the Union Committee will be notified immediately on the dismissal of an employee in the bargaining unit. Should the Chairperson not be available at the time, a copy of the letter or notice shall be given to a Committeeperson who is available. 10:03 In the event the Employer initiates a disciplinary action against an employee that results in the suspension or discharge of the employee, the following procedure shall be followed: (a) The employee shall be notified in writing, of the action and/or penalty with a copy given to the Chairperson, if the penalty is a suspension. If the penalty is discharge then only the Union (President or his/her designate) need be notified in addition to the employee. (b) In the event the Employer is dissatisfied with the work of an employee and correction discussion has not resolved the problem, the Employer shall notify the employee in writing of the dissatisfaction concerning his/her work within five (5) working days when becoming aware of the incident giving rise to the complaint. This notice shall include particulars of the work performance which led to the complaint. (c) The letter or form given to the employee shall state the complaint or appraisal of results and contain on the bottom thereof a statement to the effect that the employee acknowledges having read the letter or form acknowledging receipt of a copy of the same, and a place for the employee to sign. The employee shall sign the letter or form and a copy shall be given to her. Prior to signing, the employee shall have the opportunity to write her comments. (d) The employee has the right to Union Representation in any proceedings under (a), (b) or (c) above. 10:04 Such grievance shall proceed directly to Step 2 of the grievance procedure and must be presented in writing, dated, and signed within five (5) working days after notice of the discharge was given. 10:05 Only those disciplinary notices that result in a suspension will remain on an employees personnel file for a period of fifteen (15) months. All other disciplinary notices, warnings or statements will be removed and given to the employee after a period of twelve (12) months from the date of the infraction. 10:06 An employee shall, upon written request, be granted the opportunity to view his/her personnel file. It is understood that such request will be granted within seven (7) days or at a time mutually agreed to by the parties. The employee may have a Committeeperson present while viewing their file, if requested. 10:07 The Union Chairperson or a Committeeperson will be present during all warnings, or counselling sessions regarding disciplinary actions of a seniority employee. When an employee is called to an interview and the subject of the interview is discipline, the employee will be so informed by the Employer’s representative when given notice of the interview, and will be advised to have her Union representative present. The interview will not begin or proceed without Union representation. A copy of any warning to be placed in an employee’s file must be copied to the Union Chairperson. Discipline is defined as a written warning, reprimand, suspension, dismissal or other disciplinary action to an employee.

  • Discharge of Indenture When (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption of all of the Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes.

  • Discharge of Obligations If at any time all such Securities of a particular series not heretofore delivered to the Trustee for cancellation or that have not become due and payable as described in Section 11.01 shall have been paid by the Company by depositing irrevocably with the Trustee as trust funds moneys or an amount of Governmental Obligations sufficient to pay at maturity or upon redemption all such Securities of that series not theretofore delivered to the Trustee for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such series, then after the date such moneys or Governmental Obligations, as the case may be, are deposited with the Trustee the obligations of the Company under this Indenture with respect to such series shall cease to be of further effect except for the provisions of Sections 2.03, 2.05, 2.07, 4,01, 4.02, 4,03, 7.06, 7.10 and 11.05 hereof that shall survive until such Securities shall mature and be paid. Thereafter, Sections 7.06 and 11.05 shall survive.

  • Discharge of Liens If any mechanic’s, laborer’s or materialman’s lien (other than a lien arising out of any work performed by the FCRHA) at any time shall be filed in violation of the obligations of Tenant pursuant to Section 15.01 against the Premises or any part thereof or the Project or any part thereof, or, if any public improvement lien created or permitted to be created by Tenant shall be filed against any assets of, or funds appropriated to, the FCRHA, Tenant, within forty-five (45) days after notice of the filing thereof shall cause the same to be discharged of record by payment, deposit, bond, order of a court of competent jurisdiction or otherwise. If Tenant shall fail to cause such lien to be discharged of record within the period aforesaid, and if such lien shall continue for an additional ten (10) days after notice by the FCRHA to Tenant, then, in addition to any other right or remedy, the FCRHA may, but shall not be obligated to, discharge the same either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit or by bonding proceedings, and in any such event, the FCRHA shall be entitled, if the FCRHA so elects, to compel the prosecution of an action for the foreclosure of such lien by the lienor and to pay the amount of the judgment in favor of the lienor with interest, costs and allowances. Any amount so paid by the FCRHA, including all reasonable costs and expenses incurred by the FCRHA in connection therewith, together with interest thereon at the Involuntary Rate, from the respective dates of the FCRHA’s making of the payment or incurring of the costs and expenses, shall constitute Additional Costs and shall be paid by Tenant to the FCRHA within ten (10) days after demand. Notwithstanding the foregoing provisions of this Section 15.02, Tenant shall not be required to discharge (and the FCRHA shall not pay or discharge) any such lien if Tenant is in good faith contesting the same and has furnished a cash deposit or a security bond or other such security reasonably satisfactory to the FCRHA in an amount sufficient to pay such lien with interest and penalties.

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