Good Cause. The Company may terminate the Agreement ten (10) days after written notice to Employee for good cause, which shall be:
(1) Employee's material and irreparable breach of this Agreement; (2) Employee's gross negligence in the performance or intentional nonperformance (continuing for ten (10) days after receipt of the written notice) of any of Employee's material duties and responsibilities hereunder; (3) Employee's dishonesty, fraud or misconduct with respect to the business or affairs of the Company which materially and adversely affects the operations or reputation of the Company; (4) Employee's conviction of a felony crime; or (5) chronic alcohol abuse or illegal drug abuse by Employee. In the event of a termination for good cause, as enumerated above, Employee shall have no right to any severance compensation.
Good Cause. The Company may terminate the Agreement ten (10) days after written notice to Executive for good cause, which shall be: (1) Executive's willful, material and irreparable breach of this Agreement; (2) Executive's gross negligence in the performance or intentional nonperformance (continuing for ten (10) days after receipt of written notice of need to cure) of any of Executive's material duties and responsibilities hereunder; (3) Executive's willful dishonesty, fraud or misconduct with respect to the business or affairs of the Company or Metals which materially and adversely affects the operations or reputation of the Company or Metals; (4) Executive's conviction of a felony crime; or (5) confirmed positive drug test result. In the event of a termination for good cause, Executive shall have no right to any severance compensation.
Good Cause. As used in this Agreement “good cause” for Executive to terminate his employment shall be deemed to exist if Executive voluntarily terminates employment within 24 months of a Change-of-Control for any of the following reasons:
1. Without Executive’s express prior written consent, Executive is assigned duties materially inconsistent with and of a diminished nature from Executive’s position, duties, responsibilities, or status with the Company, which substantially varies from that which existed immediately prior to such Change-of-Control.
2. Without Executive’s express prior written consent, Executive experiences a change in his reporting level, titles, or business location (of more than 50 miles from Executive’s current business location or residence whichever is closer to the new business location) which substantially varies from that which existed immediately prior to the Change-of-Control; except that if Executive is not located at the Company’s corporate headquarters in California, a relocation to the Company’s corporate headquarters in California shall not be deemed a substantial variation, unless Executive’s reporting level or title is also substantially varied.
3. Without Executive’s express prior written consent, Executive is removed from any position held immediately prior to the Change-of-Control, or if Executive fails to obtain reelection to any position held immediately prior to the Change-of-Control, which removal or failure to reelect is not directly related to Executive’s incapacity or disability, habitual neglect, gross misconduct or death.
4. Without Executive’s express prior written consent, Executive experiences a reduction in salary of more than 10 percent below that which existed immediately prior to the Change-of-Control.
5. Without Executive’s express prior written consent, Executive experiences an elimination or reduction of any employee benefit, business expense reimbursement or allotment, incentive bonus program, or any other manner or form of compensation available to Executive immediately prior to the Change-of-Control and such change is not otherwise applied to others in the Company with Executive’s position or title.
6. The Company fails to obtain from any successor, before the succession takes place, a written commitment obligating the successor to perform this Agreement in accordance with all of its terms and conditions.
7. The Company or any successor thereto purports to terminate Executive pursuant to Section 4.4 without fi...
Good Cause. The Company may terminate the Agreement for good cause by providing a written notice to Employee not less than ten (10) days prior to the Date of Termination. “Good Cause” shall be: (1) Employee’s material and irreparable breach of this Agreement; (2) Employee’s gross negligence in the performance or intentional nonperformance (continuing for ten (10) days after receipt of the written notice of same) of any of Employee’s material duties and responsibilities hereunder; (3) Employee’s dishonesty, fraud or misconduct with respect to the business or affairs of the Company which materially and adversely affects the operations or reputation of the Company; (4) Employee’s conviction of a felony crime; or (5) chronic alcohol abuse or illegal drug abuse by Employee. In the event of a termination for good cause, as enumerated above, Employee shall have no right to any severance compensation.
Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if Employee, shall:
(a) Commit an act of fraud, moral turpitude, misappropriation of funds or embezzlement in connection with his duties;
(b) Breach Employee’s fiduciary duty to the Company, including, but not limited to, acts of self-dealing (whether or not for personal profit);
(c) Materially breach this Agreement, the Confidentiality Agreement (defined below), or Company’s written Codes of Ethics as adopted by the Board;
(d) Willfully, recklessly, or negligently violate any material provision of Company’s written Employee Handbook, if applicable, or any applicable state or federal law or regulation;
(e) Fail or refuse (whether willfully, recklessly or negligently) to materially comply with all relevant and material obligations, assumable and personally chargeable to an executive of his corporate rank and responsibilities, under the Sxxxxxxx-Xxxxx Act and the regulations of the Securities and Exchange Commission promulgated thereunder (for avoidance of doubt any failure by the Company to comply with foregoing laws and regulations shall not be imputed on to Employee for purposes of this provision);
(f) Fail to or refuse to (whether willfully, recklessly or negligently) to perform the responsibilities and duties specified herein (other than a failure caused by temporary disability and provided further that the mere failure to achieve certain goals or objectives (provided Employee has attempted in good faith to achieve such goals and objectives) shall not constitute Good Cause);
(g) Be convicted of, or enter a plea of guilty or no contest to, a felony or misdemeanor under state or federal law in a court of competent jurisdiction, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude;
(h) Fail to return any compensation amount required to be clawed back or returned to the Company by application of any applicable law or regulation. The foregoing is an exhaustive list of the items that constitute Cause under this Agreement. Notwithstanding the foregoing, other than with respect to clause (g), “Good Cause” shall only be found to exist if, prior to Employee’s termination and within ninety (90) days after the Company’s initial awareness of an event of Good Cause, the Company has provided (i) written notice to the Employee describing such Good Cause event(s), (ii) the Employee does not cure such event within ten (10) days following the Employee’s receipt of ...
Good Cause. Non-probationary employees shall not be discharged except for good and sufficient cause such as dishonesty, insubordination, incompetency, intoxication, unbecoming conduct or failure to perform work as required. Age, sex, creed, or color shall not be grounds for the termination of an otherwise qualified employee.
Good Cause. The Department will make the determination of good cause by providing written consent to the consultant after evaluating the consultant’s good cause to terminate or substitute a DBE firm. Good cause for this purpose includes the following in relation to the listed DBE subconsultant:
(1) Fails or refuses to execute a written contract.
(2) Fails or refuses to perform the work of its subcontract in a way consistent with normal industry practice standards. However, good cause does not exist if the failure or refusal of the DBE subconsultant to perform its work on the subcontract results from the bad faith or discriminatory action of the prime consultant.
(3) Fails or refuses to meet the prime consultant’s reasonable, nondiscriminatory insurance/bond requirements.
(4) Becomes bankrupt, insolvent, or exhibits credit unworthiness.
(5) Is ineligible to work on public works projects because of suspension and debarment proceedings pursuant to federal or state law.
(6) Is not a responsible consultant.
(7) Voluntarily withdraws from the project and provides written notice of its withdrawal to the Department.
(8) Is ineligible to receive DBE credit for the type of work required by its NAICS code.
(9) A DBE owner dies or becomes disabled with the result that the firm is unable to complete its work on the contract.
(10) Other documented good cause that the Department determines compels the termination or substitution of the DBE subconsultant. If good cause is determined, the Department will notify the Consultant of the decision and necessary modifications to the contract can be made.
Good Cause. TSI may terminate the Agreement ten (10) days after delivery of written notice to Employee for good cause, which shall be: (1) Employee's willful, material and irreparable breach of this Agreement; (2) Employee's gross negligence in the performance or intentional nonperformance (continuing for ten (10) days after receipt of written notice of need to cure) of any of Employee's material duties and responsibilities hereunder; (3) Employee's willful dishonesty, fraud or misconduct with respect to the business or affairs of TSI which materially and adversely affects the operations or reputation of TSI; (4) Employee's conviction of a felony crime; or (5) chronic alcohol abuse or illegal drug abuse by Employee. In the event of a termination for good cause, as enumerated above, Employee shall have no right to any severance compensation.
Good Cause. For purposes of this Agreement, the term “good cause” is defined as follows:
(a) Failure to fulfill duties or responsibilities as set forth under the terms and conditions of this Agreement;
(b) Incompetence or inefficiency in the performance of required or assigned duties as documented by evaluations, supplemental memoranda or other written communication from the Board; provided, however, the terms and conditions of this paragraph shall not justice good cause unless the Board has provided the Superintendent a reasonable opportunity to remediate any incompetency or inefficiency;
(c) Insubordination or failure to comply with lawful written Board directives;
(d) Failure to comply with the Board’s policies or the District’s administrative regulations;
(e) Neglect of duties;
(f) Drunkenness or excessive use of alcoholic beverages; or possession, use, or being under the influence of alcohol or alcoholic beverages while on school property, while working in the scope of the employee’s duties, or while attending any school- or District- sponsored activity;
(g) Illegal use of drugs, hallucinogens or other substances regulated by the Texas Controlled Substances Act;
(h) Conviction of a felony or crime involving moral turpitude; conviction of a lesser included offense pursuant to a plea when the original charged offense is a felony; or deferred adjudication for a felony or any crime involving moral turpitude;
(i) Failure to report any arrest, conviction, or deferred adjudication for any felony or any crime involving moral turpitude as required by District policy;
(j) Failure to meet the District’s standards of professional conduct;
(k) Failure to comply with reasonable District professional development requirements regarding advanced course work or professional development;
(l) Disability, not otherwise protected by law, that impairs performance of the required duties of the Superintendent;
(m) Immorality, which is conduct the Board determines is not in conformity with the accepted moral standards of the community encompassed by the District. Immorality is not defined to sexual matters, but includes conduct inconsistent with rectitude or indicative of corruption, indecency or depravity;
(n) Any activity, school-connected or otherwise, that, because of publicity given it, or knowledge of it among students, faculty, staff, and the community impairs or diminishes the Superintendent’s effectiveness in the District.
(o) Failure to maintain an effective working relationship...
