Common use of Employer Termination for Cause Clause in Contracts

Employer Termination for Cause. Termination of Employee's employment by Employer for Employer Cause shall mean a termination of employment at the election of Employer when there is "Employer Cause". "Employer Cause" shall mean any of the following: (a) Employee's gross negligence or willful misconduct in the performance of the duties and services required of Employee pursuant to this Agreement that results in or with the passage of time poses a reasonable risk of material financial detriment to Employer, (b) Employee's final conviction of or plea of guilty or nolo contendere to a felony or Employee engaging in fraudulent or criminal activity relating to the scope of Employee's employment (whether or not prosecuted), (c) a material violation of the Code of Business Conduct, provided that it has been provided to Employee in writing prior to such alleged violation; (d) Employee's material breach of any material provision of this Agreement, provided that Employee has received written notice from Employer and been afforded a reasonable opportunity (not to exceed 30 days) to cure such breach, or (e) any continuing or repeated failure to perform the duties as requested in writing by the Board after Employee has been afforded a reasonable opportunity (not to exceed 30 days) to cure such breach. Determination as to whether or not Employer Cause exists for termination of Employee's employment will be made by not less than 75% of the members of the Board at a meeting in which Employee shall have the right (a) to have received not less than 10 days prior to the meeting written notice of the date, time and place of the meeting and the charges (in reasonable detail) to be considered, (b) to appear at the meeting with counsel, and (c) to answer any charges made concerning the existence of Employer Cause. Any determination by the Board of Employer Cause at such meeting shall not be entitled to any deferential or evidentiary weight or presumption of correctness, and at the election of Employee, shall be determined pursuant to Section 7.7 in a de novo review, with Employer having the obligation to prove Employer Cause by clear and convincing evidence. During the foregoing process, Employer may, without Employer creating any default under this Agreement or incurring any additional liability of any kind and at Employer's sole discretion, place Employee on paid administrative leave and relieve Employee of all or any part of his responsibilities. Notwithstanding the foregoing, and regardless of whether the

Employer Termination for Cause. Termination of Employee's employment by Employer for Employer Cause shall mean a termination of employment at the election of Employer when there is "Employer Cause". "Employer Cause" shall mean any of the following: (a) Employee's gross negligence or willful misconduct in the performance of the duties and services required of Employee pursuant to this Agreement that results in or with the passage of time poses a reasonable risk of material financial detriment to Employer, (b) Employee's final conviction of or plea of guilty or nolo contendere to a felony or Employee engaging in fraudulent or criminal activity relating to the scope of Employee's employment (whether or not prosecuted), (c) a material violation of the Code of Business Conduct, provided that it has been provided to Employee in writing prior to such alleged violation; (d) Employee's material breach of any material provision of this Agreement, provided that Employee has received written notice from Employer and been afforded a reasonable opportunity (not to exceed 30 days) to cure such breach, or (e) any continuing or repeated failure to perform the material duties as requested in writing by the Board after Employee has been afforded a reasonable opportunity (not to exceed 30 days) to cure such material breach. Determination as to whether or not Employer Cause exists for termination of Employee's employment will be made by not less than 75% of the members of the Board at a meeting in which Employee shall have the right (a) to have received not less than 10 ten (10) days prior to the meeting written notice of the date, time and place of the meeting and the charges (in reasonable detail) to be considered, (b) to appear at the meeting with counsel, and (c) to answer any charges made concerning the existence of Employer Cause. Any determination by the Board of Employer Cause at such meeting shall not be entitled to any deferential or evidentiary weight or presumption of correctness, and at the election of Employee, shall be determined pursuant to Section 7.7 in a de novo review, with Employer having the obligation to prove Employer Cause by clear and convincing evidence. During the foregoing process, Employer may, without Employer creating any default under this Agreement or incurring any additional liability of any kind and at Employer's sole discretion, place Employee on paid administrative leave and relieve Employee of all or any part of his responsibilities. Notwithstanding the foregoing, and regardless of whether thethe process results in a finding that Employer Cause existed for the termination, the year in which such termination shall be deemed to have occurred, for purposes of determining Employee's entitlement to payments of unpaid Annual Bonus shall be the year in which Employer first informs Employee that he is terminated for Employer Cause. "Employer Cause" shall not mean any of the following: (a) Employee's bad judgment; (b) Employee's negligence; (c) any act or omission that Employee believed in good faith was in or was not opposed to the interests of Employer; or (d) any act or omission of which any non-employee member of the Board who is not a party to such act or omission had actual knowledge for at least six (6) months.

Employer Termination for Cause. Termination of Employee's ’s employment by Employer for Employer Cause shall mean a termination of employment at the election of Employer when there is "“Employer Cause"”. "“Employer Cause" ” shall mean any of the following: (a) Employee's ’s gross negligence or willful misconduct in the performance of the duties and services required of Employee pursuant to this Agreement that results in or with the passage of time poses a reasonable risk of material financial detriment to EmployerAgreement, (b) Employee's ’s final conviction of or plea of guilty or nolo contendere to a felony or Employee engaging in fraudulent or criminal activity relating to the scope of Employee's ’s employment (whether or not prosecuted), (c) a material violation of the Code of Business Conduct, provided that it has been provided to Employee in writing prior to such alleged violation; (d) Employee's ’s material breach of any material provision of this Agreement, provided that Employee has received written notice from Employer and been afforded a reasonable opportunity (not to exceed 30 days) to cure such breach, or (e) any continuing or repeated failure to perform the duties as requested in writing by the Board of Directors of Employer after Employee has been afforded a reasonable opportunity (not to exceed 30 days) to cure such breach. Determination as to whether or not Employer Cause exists for termination of Employee's ’s employment will be made by not less than 75% of the members of the Board of Directors of Employer at a meeting in which Employee shall have the right (ai) to have received not less than 10 days prior to the meeting written notice of the date, time and place of the meeting and the charges (in reasonable detail) to be considered, (bii) to appear at the meeting with counsel, and (ciii) to answer any charges made concerning the existence of Employer Cause. Any determination by the Board of Directors of Employer of Employer Cause at such meeting shall not be entitled to any deferential or evidentiary weight or presumption of correctness, and at the election of Employee, shall be determined pursuant to Section 7.7 6.6 in a de novo review, with Employer having the obligation to prove Employer Cause by clear and convincing evidence. During the foregoing process, Employer may, without Employer creating any default under this Agreement or incurring any additional liability of any kind and at Employer's ’s sole discretion, place Employee on paid administrative leave and relieve Employee of all or any part of his responsibilities. Notwithstanding the foregoing, and regardless of whether thethe process results in a finding that Employer Cause existed for the termination, the year in which such termination shall be deemed to have occurred, for purposes of determining Employee’s entitlement to payments of unpaid individual bonuses or incentive compensation shall be the year in which Employer first informs Employee that he is terminated

Employer Termination for Cause. Termination of Employee's ’s employment by Employer for Employer Cause shall mean a termination of employment at the election of Employer when there is "“Employer Cause"”. "“Employer Cause" ” shall mean any of the following: (a) Employee's ’s gross negligence or willful misconduct in the performance of the duties and services required of Employee pursuant to this Agreement that results in or with the passage of time poses a reasonable risk of material financial detriment to Employer, (b) Employee's ’s final conviction of or plea of guilty or nolo contendere to a felony or Employee engaging in fraudulent or criminal activity relating to the scope of Employee's ’s employment (whether or not prosecuted), (c) a material violation of the Code of Business Conduct, provided that it has been provided to Employee in writing prior to such alleged violation; (d) Employee's ’s material breach of any material provision of this Agreement, provided that Employee has received written notice from Employer and been afforded a reasonable opportunity (not to exceed 30 days) to cure such breach, or (e) any continuing or repeated failure to perform the duties as requested in writing by the Board after Employee has been afforded a reasonable opportunity (not to exceed 30 days) to cure such breach. Determination as to whether or not Employer Cause exists for termination of Employee's ’s employment will be made by not less than 75% of the members of the Board at a meeting in which Employee shall have the right (a) to have received not less than 10 days prior to the meeting written notice of the date, time and place of the meeting and the charges (in reasonable detail) to be considered, (b) to appear at the meeting with counsel, and (c) to answer any charges made concerning the existence of Employer Cause. Any determination by the Board of Employer Cause at such meeting shall not be entitled to any deferential or evidentiary weight or presumption of correctness, and at the election of Employee, shall be determined pursuant to Section 7.7 in a de novo review, with Employer having the obligation to prove Employer Cause by clear and convincing evidence. During the foregoing process, Employer may, without Employer creating any default under this Agreement or incurring any additional liability of any kind and at Employer's ’s sole discretion, place Employee on paid administrative leave and relieve Employee of all or any part of his responsibilities. Notwithstanding the foregoing, and regardless of whether the