Common use of Executive's Discharge for Cause Clause in Contracts

Executive's Discharge for Cause. At any time during the term of this Agreement, subject to the payment to Executive of the amounts required by Section 7.3(a) below, the Company may terminate Executive's employment for "Cause" effective immediately upon its giving of written notice setting forth with particularity the facts and circumstances constituting such Cause, whereupon this Agreement will terminate and Executive shall have no further rights or be entitled to any other benefits of this Agreement, other than the payments and benefits referred to in Section 7.3(a) below. For purposes of this Agreement, "Cause" means the occurrence of one or more of the following: (i) the commission by Executive of any act materially detrimental to the Company, including but not limited to fraud, embezzlement, theft, bad faith, gross negligence, recklessness, dishonesty, insubordination or willful misconduct; (ii) gross incompetence or repeated failure or refusal to perform the duties required by this Agreement and as may be assigned to Executive by the Company's Chief Executive Officer or Board of Directors from time to time; (iii) conviction of a felony or of any crime of moral turpitude; (iv) any material misrepresentation by Executive to the Company regarding the operation of the business; or (v) material breach of any covenant of this Agreement, provided, however, that the action or conduct described in clause (ii) or clause (v) above will constitute "Cause" only if Executive shall have either failed to remedy such alleged breach within thirty (30) days from his receipt of written notice from the Company demanding that he remedy such alleged breach, or shall have failed to take reasonable steps in good faith to that end during such thirty (30) day period and thereafter; and provided further that there shall have been delivered to Executive a further notice after the end of such thirty (30) day period asserting that the Board of Directors has determined that Executive was guilty of conduct set forth in clause (ii) or clause (v), as the case may be, that Executive has failed to take reasonable steps in good faith to remedy such alleged breach, and specifying the particulars thereof in detail; and provided further that Executive thereafter shall have received a certified copy of a resolution of the Board of Directors of the Company adopted by the affirmative vote of not less than three-fourths of the entire membership of the Board of Directors at a meeting called and held for that purpose and at which Executive was given an opportunity to be heard, finding that Executive was guilty of conduct set forth in clause (ii) or clause (v), as the case may be, that Executive has failed to take reasonable steps in good faith to remedy such alleged breach, and specifying the particulars thereof in detail.

Executive's Discharge for Cause. At any time during the term of this Agreement, subject to the payment to Executive of the amounts required by Section 7.3(a) below, the Company may terminate Executive's employment for "Cause" effective immediately upon its giving of written notice setting forth with particularity the facts and circumstances constituting such Cause, whereupon this Agreement will terminate and Executive shall have no further rights or be entitled to any other benefits of this Agreement, other than the payments and benefits referred to in Section 7.3(a) below. For purposes of this Agreement, "Cause" means the occurrence of one or more of the following: (i) the commission by Executive of any act materially detrimental to the Company, including but not limited to fraud, embezzlement, theft, bad faith, gross negligence, recklessness, dishonesty, gross insubordination or willful misconduct; (ii) gross incompetence or repeated failure or refusal to perform the duties required by this Agreement and as may be assigned to Executive by the Company's Chief Executive Officer or Board of Directors from time to time; (iii) conviction of a felony or of any crime of moral turpitude; (iv) any material misrepresentation by Executive to the Company regarding the operation of the business; or (v) material breach of any covenant of this Agreement, provided, however, that the action or conduct described in clause (ii) or clause (v) above will constitute "Cause" only if Executive shall have either failed to remedy such alleged breach within thirty (30) days from his receipt of written notice from the Company demanding that he remedy such alleged breach, or shall have failed to take reasonable steps in good faith to that end during such thirty (30) day period and thereafter; and provided further that there shall have been delivered to Executive a further notice after the end of such thirty (30) day period asserting that the Board of Directors has determined that Executive was guilty of conduct set forth in clause (ii) or clause (v), as the case may be, that Executive has failed to take reasonable steps in good faith to remedy such alleged breach, and specifying the particulars thereof in detail; and provided further that Executive thereafter shall have received a certified copy of a resolution of the Board of Directors of the Company adopted by the affirmative vote of not less than three-fourths of the entire membership of the Board of Directors at a meeting called and held for that purpose and at which Executive was given an opportunity to be heard, finding that Executive was guilty of conduct set forth in clause (ii) or clause (v), as the case may be, that Executive has failed to take reasonable steps in good faith to remedy such alleged breach, and specifying the particulars thereof in detail.

Executive's Discharge for Cause. At any time during the term of this Agreement, subject to the payment to Executive of the amounts required by Section 7.3(a) below, the Company may terminate Executive's employment for "Cause" effective immediately upon its giving of written notice setting forth with particularity the facts and circumstances constituting such Cause, whereupon this Agreement will terminate and Executive shall have no further rights or be entitled to any other benefits of this Agreement, other than the payments and benefits referred to in Section 7.3(a) below. For purposes of this Agreement, "Cause" means the occurrence of one or more of the following: (i) the commission by Executive of any act materially detrimental to the Company, including but not limited to fraud, embezzlement, theft, bad faith, gross negligence, recklessness, dishonesty, insubordination or willful misconduct; (ii) gross incompetence or repeated failure or refusal to perform the duties required by this Agreement and as may be assigned to Executive by the Company's Chief Executive Officer or Board of Directors from time to time; (iii) conviction of a felony or of any crime of moral turpitude; (iv) any material misrepresentation by Executive to the Company regarding the operation of the business; or (v) material breach of any covenant of this Agreement, provided, however, that the action or conduct described in clause (ii) or clause (v) above will constitute "Cause" only if Executive shall have either failed to remedy such alleged breach within thirty (30) days from his receipt of written notice from the Company demanding that he remedy such alleged breach, or shall have failed to take reasonable steps in good faith to that end during such thirty (30) day period and thereafter; and provided further that there shall have been delivered to Executive a further notice after the end of such thirty (30) day period asserting that the Board of Directors has determined that Executive was guilty of conduct set forth in clause (ii) or clause (v), as the case may be, that Executive has failed to take reasonable steps in good faith to remedy such alleged breach, and specifying the particulars thereof in detail; and provided further that Executive thereafter shall have received a certified copy of a resolution of the Board of Directors of the Company adopted by the affirmative vote of not less than three-fourths of the entire membership of the Board of Directors at a meeting called and held for that purpose and at which Executive was given an opportunity to be heard, finding that Executive was guilty of conduct set forth in clause (ii) or clause (v), as the case may be, that Executive has failed to take reasonable steps in good faith to remedy such alleged breach, and specifying the particulars thereof in detail.