Discharge with Cause Clause Samples

Discharge with Cause. (a) The Company may terminate the Executive’s employment during the Employment Period, and such termination shall be deemed to have occurred with “Cause” only if: (i) the Board, by a majority vote of its membership, determines that the Executive (A) has willfully and intentionally failed to perform his assigned duties under this Agreement in any material respect (including, for these purposes, the Executive’s inability to perform such duties as a result of drug or alcohol dependency); (B) has willfully and intentionally engaged in dishonest or illegal conduct in connection with his performance of services for the Company or has been convicted of a felony; (C) has willfully violated, in any material respect, any law, rule, regulation, written agreement or final cease-and-desist order with respect to his performance of services for the Company; or (D) has willfully and intentionally breached the material terms of this Agreement in any material respect; and (ii) at least forty-five (45) days prior to the votes contemplated by section 11(a)(i), the Company has provided the Executive with notice of intent to discharge the Executive for Cause, detailing with particularity the facts and circumstances which are alleged to constitute Cause (the “Notice of Intent to Discharge”); and (iii) after the giving of the Notice of Intent to Discharge and before the taking of the votes contemplated by section 11(a)(i), the Executive (together with his legal counsel, if he so desires) is afforded a reasonable opportunity to make both written and oral presentations before the Board for the purpose of refuting the alleged grounds for Cause for his discharge; and (iv) after the votes contemplated by section 11(a)(i), the Company has furnished to the Executive a notice of termination which shall specify the effective date of his termination of employment (which shall in no event be earlier than the date on which such notice is deemed given) and include a copy of a resolution adopted by the Board, certified by the corporate secretary and signed by each member of the Board voting in favor of adoption of the resolution, authorizing the termination of the Executive’s employment with Cause and stating with particularity the facts and circumstances found to constitute Cause for his discharge (the “Final Discharge Notice”). For purposes of this section 11, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the ...

Discharge with Cause. No permanent employee who has completed the probationary period may be discharged without cause.

Discharge with Cause. For the purposes of this Agreement, the Company shall be deemed to have discharged the Executive for cause only if any one of the following conditions existed: (a) If the Executive shall have willfully breached or habitually neglected his duties and responsibilities as the Vice President of Engineering and Production of the Company; or (b) If the Executive shall have been convicted of any felony offense during the term of this Agreement. The discharge of the Executive by the Company when none of the foregoing conditions exist shall be deemed to be a discharge without cause.

Discharge with Cause. Prior to the end of the term of this Agreement, the Company may discharge the Employee with Cause (as hereinafter defined) without prior written notice, and terminate this Agreement without any further liability hereunder to the Employee or his estate other than to pay to the Employee his base salary accrued to the date of discharge. For purposes of this Agreement, the Company shall have "Cause" to discharge the Employee or terminate the Employee's employment hereunder upon (i) the Employee's commission of any felony or other crime involving moral turpitude, (ii) the Employee's willful or persistent failure or refusal to follow policies or directives established by the Company, (iii) the Employee's commission of acts amounting to gross negligence or willful misconduct to the detriment of the Company or its affiliates or (iv) the Employee's breach of this Agreement.

Discharge with Cause. For the purposes of this Agreement, the Company shall be deemed to have terminated the Executive’s employment for cause only if any one of the following conditions existed: (a) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board which specifically identifies the manner in which the Board believes the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. Any termination by the Company of the Executive’s employment with cause under subsections (a) and (b) above shall be made in good faith at the sole discretion of the Board.

Discharge with Cause. (a) The Company may terminate Executive’s employment at any time during the Employment Period, and such termination shall be deemed to have occurred with “Cause,” only if: (i) The Board of Directors of the Company, by majority vote of their entire membership, determines that Executive should be discharged 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 any material breach of this Agreement; and (ii) after the vote contemplated by Section 11(a)(i), the Board of Directors has furnished to Executive a notice of termination which shall specify the effective date of his termination of employment (which shall in no event be earlier than the date on which such notice is deemed given) and include a copy of a resolution or resolutions adopted by the Board of Directors of the Company authorizing the termination of Executive’s employment for Cause, and specifying the section of this Agreement relied upon in terminating Executive for Cause. (b) Following the giving of notice of termination of Executive for Cause, the Company shall terminate Executive’s duties and authority as of Executive’s date of termination and shall also terminate the payment of salary and other cash compensation. (c) If Executive’s employment is terminated during the Employment Period for Cause, the Company shall pay and provide to him (or, in the event of his death, to his estate, his surviving beneficiaries and his dependents) the Standard Termination Entitlements only. In the Event of Executive’s termination for Cause, Executive shall resign as a director of the Company and the Bank, and as a director and/or officer of any subsidiary or affiliate of the Company and/or the Bank.

Discharge with Cause. In the event of "cause," which shall include: Employee's willful misconduct; fraud; misappropriation; embezzlement; gross negligence in the management of Company business; self-dealing; dishonesty; misrepresentation; conviction of a crime of moral turpitude; material violation of any Company policy; material violation of the Company's Code of Ethics and Business Conduct as then in effect; or material breach of any provision of this Agreement (which material breach shall be deemed to have occurred, without limitation, in the event of: (i) failure by Employee to perform services consistent with this Agreement after notice of such failure by the Company to Employee and a reasonable opportunity, in light of the context of such failure, for Employee to cure or otherwise remedy such failure; (ii) acceptance of employment with another person or entity, or performing work or providing advice to another person or entity as an employee, consultant or in any other capacity, during the Term; or (iii) breach of the confidentiality provisions hereof) ("Discharge With Cause").