Executive's Termination for Cause Sample Clauses

Executive's Termination for Cause. Executive may terminate his employment with UGSI at any time for Cause. For purposes of this paragraph 3.1.5, the term "Cause" shall mean a material breach of a material provision of this Agreement which remains uncorrected for 30 days following written notice to UGSI by Executive of such breach.
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Executive's Termination for Cause. The Board will have the right to terminate this Agreement for "Cause" at any time effective upon its giving written notice to Executive specifying with particularity the facts and circumstances constituting such Cause. For such purposes, "CAUSE" means the occurrence of one or more of the following: (i) conviction of Conxxxxx xx any crime constituting either a felony or embezzlement, fraud or theft with respect to the property of the Company; (ii) habitual alcohol or drug abuse by Conxxxxx xxich adversely affects his job performance; (iii) the intentional breach of fiduciary duty to the Company; (iv) gross neglect or bad faith misconduct in the performance of Conxxxxx'x xxties hereunder which causes material loss, damage or injury to or otherwise materially endangers the property, reputation or employees of the Company; (vi) failure or refusal to perform the duties required by this Agreement and as may be assigned to Conxxxxx; xrovided such duties are commensurate with Conxxxxx'x xxsition; (vii) commission of any other action with the intent to materially harm or injure the Company; or (viii) the breach of any material provision of this Agreement by Executive.
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Executive's Termination for Cause. The Company will have the right to terminate Executive's employment hereunder for "Cause" at any time effective upon giving notice to Executive of the facts and circumstances constituting such Cause. For such purposes, "Cause" shall mean the occurrence of one or more of the following: (i) conviction of or plea of nolo contendere to any crime (whether or not involving the Company) constituting a felony or involving an act of embezzlement, fraud or theft with respect to the property of the Company; (ii) habitual alcohol or drug abuse on the job or in a manner affecting Executive's job performance; (iii) the intentional breach of fiduciary duty to the Company; (iv) gross neglect or intentional misconduct in the performance of Executive's duties hereunder which causes material loss, damage or injury to or otherwise materially endangers the property, reputation or employees of the Company; (v) material incompetence or failure or refusal to perform the duties required by this Agreement as may be assigned to Executive; provided such duties are commensurate with the Executive's position, after a written demand is delivered to Executive by the Company which specifically identifies the manner in which such Company believes that Executive has engaged in incompetence or failure or refusal to perform the duties required, and Executive is given ten (10) days to correct the alleged incompetence or failure or refusal to perform the duties required; (vi) commission of any other action with the intent to materially harm or injure the Company; or (vii) the material breach of any provision of this Agreement by Executive, after a written demand is delivered to Executive by the Company which specifically identifies the manner in which such Company believes that Executive has breached the agreement, and Executive is given ten (10) days to correct the alleged breach.
Sample 1
Executive's Termination for Cause. “Cause” means termination of Executive’s employment for Cause upon written notice of termination to Executive, which notice shall specify Cause in reasonable detail. As used herein, “Cause” shall mean one of the following which is demonstrably injurious to the Company: (i) a material violation of the Sysco Corporation Global Code of Conduct; (ii) Executive’s commission of fraud, theft or embezzlement against the Company or its suppliers or customers (as determined in good faith and following a reasonable investigation by the Company); (iii) Executive’s conviction of or pleading guilty or nolo contendere to any felony under applicable law; or (iv) Executive’s material breach of any other agreement between Executive, on the one hand, and the Company, on the other, including, without limitation any non-disclosure, non-solicitation and/or non-competition agreement between Executive and the Company. Notwithstanding the foregoing and provided that, in the reasonable judgment of the Board such Cause event is curable, no termination of Executive's employment shall be for Cause under this subparagraph until (1) there shall have been delivered to Executive a copy of a written notice setting forth the basis for such termination in reasonable detail (the “Cause Notice”) no later than forty-five (45) days after the Company first becomes aware of the facts allegedly constituting Cause, and (2) Executive shall have thirty (30) calendar days following receipt of the Cause Notice to address and “cure” any act or omission that might provide the basis for a termination for “Cause” and, if cured within such 30-day period, such acts or omissions shall not provide the basis for a termination for “Cause.” Any termination of Executive's employment by the Company under this subparagraph shall be deemed to be a termination other than for Cause unless it meets all requirements of this Section. The parties agree that as of the date of this Agreement, the Company has no information that would lead it to believe Executive has engaged in any activity that would constitute Cause as defined under this Agreement.
Sample 1
Executive's Termination for Cause. The Company will have the right to --------------------------------- terminate Executive's employment hereunder for "Cause" at any time effective upon its giving of notice to Executive of the facts and circumstances constituting such Cause. For such purposes, "Cause" means the occurrence of one or more of the following: (i) the commission by Executive of any act materially detrimental to the Company or Verisity-Israel, including fraud, embezzlement, theft, bad faith, gross negligence, dishonesty, recklessness or willful misconduct; (ii) repeated failure or refusal to perform the lawful instructions of, or duties as may be assigned to Executive by, the Company's Board of Directors from time to time or as may be assigned to Executive as Chief Executive Officer of Verisity-Israel by its Board of Directors; (iii) any state, federal or other (e.g., foreign) conviction, including but not limited to a plea of nolo contendere to a felony charge; (iv) any material misrepresentation by Executive to the Company or Verisity-Israel regarding the operation or status of the Company or Verisity-Israel or any material aspect of their business; (v) any disclosure by Executive of any material confidential information; (vi) any violation by Executive of any of Company's policies, practices or procedures; or (vii) breach of any covenant of this Agreement.
Sample 1
Executive's Termination for Cause. This Agreement and Executive's employment hereunder may be terminated by the Company at any time for Cause. In such event, the Company shall pay to Executive his Base Salary accrued but not yet paid as of his Termination Date and Executive's vacation accrued but not yet used as of his Termination Date, such payment being in a lump sum as soon as practicable after Executive's Termination Date. No additional amount will be paid to Executive except as may be required by law or by the terms of any pension or other benefit plan in which Executive is a participant.
Sample 1
Executive's Termination for Cause. The Company will have the right to terminate Executive's employment hereunder for "Cause" at any time effective upon its giving of notice to Executive of the facts and circumstances constituting such Cause. For such purposes, "Cause" means (i) any state, federal or other (e.g., foreign) conviction of Executive for a felony or a misdemeanor involving moral turpitude, including but not limited to a plea of nolo contendere to a felony charge; (ii) the commission by Executive of any act materially detrimental to the Company, including fraud, embezzlement, theft, bad faith, gross negligence, dishonesty, or willful misconduct; or (iii) the occurrence of one or more of the following if it materially adversely affects the Company: (a) repeated intentional failure or refusal to perform the lawful and reasonable instructions of, or such lawful and reasonable duties as may be assigned to Executive by, the Board from time to time, which instructions and duties are consistent with Executive's office; (b) any intentional or grossly negligent material misrepresentation by Executive to the Company regarding the operation or status of the Company or any material aspect of its business; (c) any intentional disclosure by Executive of any confidential information of the Company; (d) any intentional violation by Executive of any of Company's policies, practices or procedures; or (e) any intentional act or intentional omission not described in this Section 7.3 which constitutes a material breach by Executive of any covenant of this Agreement which breach is not cured within 30 days after written notice thereof.
Sample 1
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Executive's Termination for Cause. The Company will have the right to terminate Executive's employment hereunder for "Cause" at any time effective upon its giving notice to Executive of the facts and circumstances
Sample 1
Executive's Termination for Cause. Prior to the end of the Employment Period, Executive may terminate this Agreement for "Cause". For purposes of this Agreement, Executive shall have Cause to terminate this Agreement in the event the Company: (i) causes a substantial and/or material reduction in the nature or scope of Executive's duties and/or responsibilities, which result in Executive no longer holding the position of President and Chief Operating Officer of the Company, which reduction remains in place and uncorrected for thirty (30) days following written notice of such breach to the Company by Executive; (ii) a reduction in Executive's base pay or an exclusion from a benefit plan or program offered to similar executives of the Company; or (iii) a change in the location for the primary performance of Executive's services under this Agreement from the city in which Executive was serving at the time of notification to a city which is more than 50 miles away from such location, which change is not approved by Executive. If the Executive terminates this Agreement for Cause, the Company shall pay to Executive, as a severance amount, an amount equal to Executive's then annual Base Salary. The Company may, at its option, pay this amount in a lump sum within thirty (30) days after the date of termination, or pay this amount over a twelve month period (commencing effective as of the date of termination) at the same rate Base Salary would have been due and owing to Executive if he had remained a full time employee.
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Related to Executive's Termination for Cause

  • Voluntary Termination; Termination for Cause If Executive’s employment with the Company terminates voluntarily by Executive or for “Cause” by the Company, then (i) all vesting of the Option will terminate immediately and all payments of compensation by the Company to Executive hereunder will terminate immediately (except as to amounts already earned), and (ii) Executive will only be eligible for severance benefits in accordance with the Company’s established policies as then in effect.

  • Termination for Cause If Vendor fails to materially perform pursuant to the terms of this Agreement, TIPS shall provide written notice to Vendor specifying the default. If Vendor does not cure such default within thirty (30) days, TIPS may terminate this Agreement, in whole or in part, for cause. If TIPS terminates this Agreement for cause, and it is later determined that the termination for cause was wrongful, the termination shall automatically be converted to and treated as a termination for convenience.

  • Termination for Cause; Voluntary Termination (a) The Company may terminate the Executive’s employment hereunder at any time for Cause upon written notice to the Executive. The Executive may voluntarily terminate his employment hereunder at any time without Good Reason upon sixty (60) days prior written notice to the Company; provided, however, the Company reserves the right, upon written notice to the Executive, to accept the Executive’s notice of resignation and to accelerate such notice and make the Executive’s resignation effective immediately, or on such other date prior to Executive’s intended last day of work as the Company deems appropriate. It is understood and agreed that the Company’s election to accelerate Executive’s notice of resignation shall not be deemed a termination by the Company without Cause for purposes of Section 4.1 of this Agreement or otherwise or constitute Good Reason (as defined in Section 4.1) for purposes of Section 4.1 of this Agreement or otherwise. (b) If the Executive’s employment is terminated pursuant to Section 4.2(a), the Executive shall, in full discharge of all of the Company’s obligations to the Executive, be entitled to receive, and the Company’s sole obligation under this Agreement or otherwise shall be to pay or provide to the Executive, the following (collectively, the “Accrued Obligations”): (i) the Executive’s earned, but unpaid, Base Salary through the final date of the Executive’s employment by the Company (the “Termination Date”), payable in accordance with the Company’s standard payroll practices; (ii) the Executive’s accrued, but unused, vacation (in accordance with the Company’s policies); (iii) expenses reimbursable under Section 3.2 above incurred on or prior to the Termination Date but not yet reimbursed; and (iv) any amounts or benefits that are vested amounts or vested benefits or that the Executive is otherwise entitled to receive under any plan, program, policy or practice (with the exception of those, if any, relating to severance) on the Termination Date, in accordance with such plan, program, policy, or practice.

  • CFR PART 200 Termination Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be eff ected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for cause after giving the vendor an appropriate opportunity an d up to 30 days, to cure the causal breach of terms and conditions. ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for convenience with 30 days notice in writing to the awarded vendor. The vendor would be compensated for work performed and goods procured as of the termination date if for convenience of the ESC Region 8 and TIPS Members. Any award under this procurement process is not exclusive and the ESC Region 8 and TIPS reserves the right to purchase goods and services from other vendors when it is in the best interest of t he ESC Region 8 and TIPS. Does vendor agree? Yes

  • Termination for Cause; Resignation Without Good Reason; Death or Disability If you resign without Good Reason, or the Company terminates your employment for Cause, or upon your death or disability, then all payments of compensation by the Company to you hereunder will terminate immediately (except as to amounts already earned), and you will not be entitled to any Severance Benefits.

  • Involuntary Termination for Cause If the Employee's employment is terminated for Cause, then the Employee shall not be entitled to receive severance payments. The Employee's benefits will be terminated under the Company's then existing benefit plans and policies in accordance with such plans and policies in effect on the date of termination.

  • Termination Without Cause; Termination for Good Reason Subject to Section 6(b) below, upon termination of the Employee’s employment with the Company by the Company without Cause (as defined in Section 5(f) below) or by the Employee for Good Reason (as defined in Section 5(f) below), other than as a result of death or Disability, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stock.

  • Termination for Cause; Resignation Without Good Reason If the Company terminates Executive’s employment with the Company for Cause, or Executive resigns without Good Reason, then Executive will not be entitled to any further compensation from the Company (other than accrued salary, and accrued and unused vacation, through Executive’s last day of employment), including severance pay, pay in lieu of notice or any other such compensation.

  • Termination Without Cause or Termination for Good Reason In the event (x) the Executive's employment hereunder is terminated by the Company without Cause, other than due to Disability or death, or (y) the Executive terminates his employment for Good Reason hereunder at his initiative within 60 days following the occurrence of a Good Reason which has not been cured by the Company within 20 calendar days of receipt of notice thereof from the Executive, the Executive shall be entitled to the following benefits: (i) Base Salary through the date of termination; (ii) a Pro-Rata annual incentive award for the year of termination, based on the target bonus for such year, payable promptly following such termination; (iii) a lump sum payment in an amount equal to two times the Executive's Base Salary, determined as provided in the last sentence of this Section 14(d), payable promptly following such termination; (iv) a lump sum payment in an amount equal to two times the Executive's target annual incentive award for the year of termination, payable promptly following such termination; (v) all outstanding stock options shall become fully vested and exercisable and shall remain exercisable for a period equal to the lesser of five years and the remainder of their originally scheduled terms; (vi) two additional years of service for the purpose of determining the supplemental pension benefit pursuant to Section 10; provided, however, that the total number of years of service taken into account in determining such benefit shall in no event exceed ten (10); and (vii) continued participation in all medical, dental, vision and hospitalization insurance coverage and benefits and in all other employee and senior-level executive welfare benefit plans, programs and arrangements in which he was participating on the date of the termination of his employment, on the same terms and conditions as if he had remained employed by the Company, for a period equal to 24 months following the termination of his employment; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described above shall be secondary to those provided under such other plan during such applicable period of eligibility, provided that, to the extent that the Company's plans, programs and arrangements do not permit such continuation of the Executive's participation following his termination, the Company shall provide the Executive, no less frequently than quarterly in advance with an amount which, after taxes, is sufficient for him to purchase equivalent benefits. For purposes of Section 14(d)(iv) above, Base Salary shall be determined by the Base Salary at the annualized rate in effect on the date of termination of the Executive's employment, provided however, if, prior to the termination of the Executive's employment pursuant to this Section 14(d), the Base Salary has been reduced without the Executive's consent, the Base Salary in effect on the date of termination of the Executive's employment shall be deemed to be the Base Salary as in effect prior to such reduction.

  • Termination Without Cause; Resignation for Good Reason If during the term of this Agreement, either (A) the Executive's employment with the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability (as defined in Section 5(e) hereof) or for Cause (as such term is defined in Section 5(a)(ii) hereof), or (B) the Executive resigns for Good Reason (as such term is defined in Section 5(a)(iii) hereof) from employment with the Company and/or any of its parent, subsidiaries or affiliates, the Executive shall be entitled (C)(x) to receive his then current Base Salary for a period of twelve (12) months from the termination or resignation date, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred, (C)(y) (1) to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 hereof (to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation (the "Continuation Period"), or (C)(y)(2) to the extent at any time following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 hereof are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the cost to the Company at the time of the termination, resignation or discontinuation of any such plans, attributable to the Executive's participation in the plans and arrangements described in clauses (b) and (f) of Section 4 hereof for the Continuation Period less any portion thereof in which the Executive has continued his participation in such plans and arrangements described in clauses (b) and (f) of Section 4 hereof in accordance with subsection 5(b)(C)(y)(1) above; which payment shall be due following termination or resignation of the Executive's employment immediately upon the date of termination, resignation or discontinuation of any such plan, and (C)(z) to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement, provided, however, that if the provisions of Section 5(c) are applicable to such termination or resignation of employment, the Executive's rights shall be governed by Section 5(c).

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