For Good Cause. The Company may terminate this Agreement immediately (subject to any applicable notice and cure period set forth below) upon written notice (the “Termination Notice”) to Executive for “Good Cause”, which shall be defined as Executive’s: (A) conviction of or plea of nolo contendere to a felony or any other crime involving fraud or dishonesty; (B) breach of any material term of this Agreement which is not cured within twenty (20) days of written notice to Executive or which constitutes a second instance of the same breach within a single calendar year; (C) intentional or willful breach of any material published corporate policy of the Company that is generally applicable to executives of the Company, which remains uncured after twenty (20) days’ written notice thereof to Executive or which constitutes a second violation of such policy within a single calendar year; (D) gross negligence or willful misconduct in performing his duties hereunder, or the willful failure to follow lawful directives of the Board (unless due to death or Disability), which is not cured within twenty (20) days of written notice to Executive or which constitutes a second instance of any breach within a single calendar year; (E) acts or omissions or course of conduct that constitute dishonesty, fraud, misrepresentation, embezzlement or other misappropriation or deliberate injury or attempted injury by Executive with regard to the Company; or (F) if the Executive is debarred pursuant to Section 306 of the United States Federal Food, Drug and Cosmetics Act (21 X.X.X §§000 et seq.) or 42 U.S.C. §1320a-7. In the event of a termination for Good Cause, Executive shall have no right to any severance compensation. The Company shall set forth in the Termination Notice a detailed description of the grounds for which Executive is being terminated for Good Cause, and Executive shall have the right to cure such matters to the extent provided above. In the event Executive does cure such matters in accordance with and to the extent permitted by the foregoing provisions, then the Company shall not be entitled to terminate Executive for Good Cause with respect to such cured matters, except as provided in clauses (B), (C) and (D).
For Good Cause. In the event Executive is terminated for good cause as defined in Section 10(c) above, he shall receive notice that his employment is terminated and shall receive regular, unpaid wages, expenses and other money due to Executive through the termination date. Executive is entitled to no other severance compensation when he is terminated for good cause as defined in Section 10(c) above.
For Good Cause. In the event of a termination of employment for good cause under Paragraph 8E, Employee will be entitled to receive his Base Salary through the date of termination of employment. Employee will not be entitled to receive any Annual Performance Bonus or to exercise any unexercised stock options under the Stock Option Plan.
For Good Cause. In the event that Employer terminates this Agreement for Good Cause pursuant to Section 5(d) above:
(i) On the Termination Date, Employee shall receive any and all accrued but unpaid base salary compensation due to Employee as of the Termination Date; and
(ii) All options held by Employee will be addressed in accordance with Employee's separate option agreement.
For Good Cause. Employer may terminate Executive’s employment hereunder at any time for “good cause” by written notice of termination to Executive if
(1) Executive has been convicted of or pleads nolo contendere to (or the procedural equivalent of either in a foreign jurisdiction) a felony or other crime that reasonably could be expected to result in harm to Employer or its reputation;
(2) Executive has materially breached any fiduciary duty to Employer;
(3) Executive has engaged in habitual drug or alcohol abuse which materially impairs his ability to perform his duties;
(4) Executive has violated any law, rule or regulation that has or reasonably could be expected to have a material adverse impact on Employer;
(5) Executive is legally incompetent to manage his business affairs;
(6) Executive has filed, or consented to, any petition or other proceeding in bankruptcy with respect to himself;
(7) any third party has filed a petition or instituted any other proceeding, which is not contested, seeking to find Executive bankrupt or insolvent; or
(8) Executive has materially breached any provision of this Agreement or materially violated any lawful written policy of Employer and has failed to cure such breach, if curable, within ten (10) business days after receiving written notice thereof. If Executive materially breaches any such provision and is given such ten (10) business day notice, Executive shall not be entitled to any notice or cure prior to termination for any subsequent similar breaches.
For Good Cause. If the Executive terminates his employment with the Company pursuant to Section 5(d) for Good Cause (as defined below), the Company shall pay the Executive the Severance Payment for the greater of (A) two (2) years following the Date of Termination, or (B) the time period beginning on the Date of Termination and ending on the final day of the final Employment Term determined according to Section 2, above. In addition, during the full time period described in the preceding clause (B), the Executive shall continue to participate, at his option, in all benefit plans described in Section 4(c) and pursuant thereto shall receive benefits substantially comparable to those in effect on the day before the Date of Termination, subject to any reduction or termination of such benefits similarly affecting all management personnel of the Company. Thereafter, at the Executive's own expense, the Executive and his dependents shall be entitled to any continuation of health insurance coverage rights required by any applicable law.
For Good Cause. Consultant may terminate this Agreement at any time for “good cause,” which, for the purposes hereof, shall mean a material breach by the Company of this Agreement. If the Consultant terminates this Agreement for good cause, the Company shall, within seven (7) days’ of such date, pay to Consultant the Termination Fee set forth in in Section 7(d) hereof. In addition, all other benefits owing to Consultant pursuant hereto, including expense reimbursements, payments for an Assistant, Rent and Insurance shall continue to be paid by the Company for eighteen (18) months, or, at the option of the Company, such amounts may be accelerated and paid within thirty (30) days of termination for good cause.
For Good Cause. The Company may terminate this Agreement and Executive’s employment with the Company at any time for Good Cause (“Good Cause Termination“). For purposes of this Agreement, the term “Good Cause“ shall mean: (i) unauthorized use or disclosure of the Confidential Information or Trade Secrets of the Company; (ii) any material breach of this Agreement (including Sections 4 and 5) (iii) conviction of, or plea of “guilty“ or “no contest“ to, a felony under the laws of the United States or any state thereof; (iv) misappropriation of the assets of the Company or other acts of dishonesty which have a material adverse effect on the Company or its assets; (v) for repeated wilful misconduct or gross negligence in the performance of duties assigned to the Executive under this Agreement after having received a written notice of such misconduct or gross negligence from the Board or a committee thereof; (vi) failure to perform reasonable duties assigned to the Executive under this Agreement for a period of thirty (30) continuous days following the receipt of written notice of such failure to perform from the Company; or (vii) failure to comply with the Company’s published policies or rules, as they may be in effect from time to time during the term of the Executive‘s employment and which are consistent with this Agreement for a period of thirty (30) continuous days following the receipt of written notice of such failure to comply from the Board or a committee thereof.
For Good Cause. If the Participant’s employment agreement with the Bank, dated as of the date of this Agreement (“Employment Agreement”), is terminated for “Good Cause,” as defined in the Employment Agreement, during the term of this Option, any and all Options evidenced by this Agreement that have not vested as of the date the Employment Agreement is terminated shall expire immediately upon the termination thereof; and any and all Options evidenced by this Agreement that have vested as of the date of termination shall be exercisable for the period of time not to extend beyond the remainder of the term of the Options or three months from the date of termination, whichever is earlier. Any Option or portion thereof not exercised prior to such date shall expire at such time unless the Participant dies during such period, in which case the provisions of Paragraph 7(b) below shall govern.
For Good Cause. In the event the Consultant is discharged for good cause pursuant to Section 7(c), the Consultant shall receive notice that the consultancy is terminated immediately (subject to the time provisions provided in Section 7(c)(i) and (iii)), and shall receive be paid at the then Base Salary up to the date of such termination. The Consultant is entitled to no other compensation when terminated for good cause as defined in Section 7(c).
