Good Cause Defined. For purposes of this Agreement, the Company shall have "Good Cause" to terminate the Employee's employment during the term of this Agreement only if:
Good Cause Defined. If the Company terminates the Executive’s employment for any of the following reasons, the termination shall be for “Good Cause”: (i) the Executive’s criminal conviction of a felony by a federal or state court of competent jurisdiction including any plea of guilty or no contest; (ii) a material and significant act of dishonesty by the Executive relating to the Company; (iii) a failure to comply with the Company’s “Code of Ethics and Business Conduct” Policy; or (iv) the Executive’s failure to follow a direct, reasonable and lawful order from the Company’s Board within the reasonable scope of the Position, which failure, if remediable, is not remedied within thirty (30) days after written notice to the Executive.
Good Cause Defined. For purposes of this Agreement, BPI and its Affiliates shall have “Good Cause” to terminate the Employee’s employment by the Company during the term of this Agreement only if:
(i) (A) the Employee fails to substantially perform his duties hereunder for any reason or to devote substantially all his business time exclusively to the affairs of the Company (including Company activities on behalf of BPI or an Affiliate), other than by reason of a medical condition that prevents the Employee from substantially performing his duties hereunder even with a reasonable accommodation by the Company, or fails to obtain the consent of the BPI Board to his service on the board of directors of another company, and (B) such failure is not discontinued within a reasonable period of time, in no event to exceed 30 days, after the Employee receives written notice from BPI or an Affiliate of such failure; or
(ii) the Employee commits an act of dishonesty resulting or intended to result directly or indirectly in gain or personal enrichment at the expense of BPI or an Affiliate, or engages in conduct that constitutes a felony in the jurisdiction in which the Employee engages in such conduct; or
(iii) the Employee is grossly negligent or engages in willful misconduct or insubordination in the performance of his duties hereunder; or
(iv) the Employee materially breaches his obligations under section 6 or paragraph 7(a) below, relating to confidential information and non-solicitation. Any foregoing provision of this paragraph 5(c) to the contrary notwithstanding, BPI and its Affiliates shall not have “Good Cause” to terminate the Employee’s employment within three years after a Change in Control or Potential Change in Control (as such terms are defined in section 11 below) unless (A) the Employee’s act or omission is willful and has a material adverse effect upon BPI, (B) the BPI Board gives the Employee (I) written notice warning of its intention to terminate the Employee for Good Cause if the specified act or omission alleged to constitute Good Cause is not discontinued and, if curable, cured, and (II) a reasonable opportunity after receipt of such written notice, but in no event less than two weeks, to discontinue and, if curable, cure the conduct alleged to constitute Good Cause, and (C) the Employee fails to discontinue and, if curable, cure the act or omission in question; provided that clauses (B) and (C) of this sentence shall not apply with respect to conduct on the part of...
Good Cause Defined. For purposes of this Agreement, "Good Cause" means (i) Executive's conviction of, or plea of nolo contendere or guilty to, any criminal violation involving dishonesty, fraud or moral turpitude; (ii) Executive's gross negligence; (iii) Executive's willful and serious misconduct; (iv) Executive's breach of trust or fiduciary duty in the performance of his duties or responsibilities; (v) Executive's willful failure to comply with reasonable directives and policies of the Board; or (vi) Executive's breach of any term or provision of this Agreement.
Good Cause Defined. “If the Company terminates the Executive’s employment for any of the following reasons, the termination shall be for “Good Cause”: (i) the Executive’s criminal conviction of a felony by a federal or state court of competent jurisdiction; (ii) a material and significant act of dishonesty by the Executive relating to the Company; (iii) a willful act or failure to act by the Executive that substantially impairs his ability to function as an employee of the Company and/or which substantially and negatively impacts the Board’s confidence and trust in the Executive (in the Board’s reasonable discretion); or (iv) the Executive’s failure to follow a direct, reasonable and lawful order from the Company’s Board within the reasonable scope of the Position, which failure, if remediable, is not remedied within thirty (30) days after written notice to the Executive.”
Good Cause Defined. If the Company terminates the Executive’s employment for any of the following reasons, the termination shall be for “Good Cause”:
(i) the Executive’s criminal conviction of a felony by a federal or state court of competent jurisdiction including any plea of guilty or no contest; (ii) an act of fraud, embezzlement, theft, dishonesty, disloyalty or moral turpitude relating to the Company; (iii) a failure to comply with the Company’s “Code of Ethics and Business Conduct” Policy; (iv) the Executive’s failure to follow a direct, reasonable and lawful order from the Company’s Board within the reasonable scope of the Position, which failure, if remediable, is not remedied within thirty (30) days after written notice to the Executive; (v) material breach of any written policy or procedure of the Company; or (vi) the failure by Executive to substantially perform his material duties, which failure, is not remedied within thirty (30) days after written notice to Executive.
Good Cause Defined. For purposes of this Agreement, “Good Cause” means the (a) Employee’s felony conviction of any criminal violation involving dishonesty, fraud or moral turpitude, (b) Employee’s gross negligence or willful and serious misconduct relating to the performance of Employee’s essential and material duties and responsibilities required under this Agreement, (c) Employee’s breach of trust or fiduciary duty in the performance of Employee’s essential and material duties or responsibilities required under this Agreement, (d) Employee’s willful failure to comply with reasonable directives of the Company upon receipt of written notice of such failure and the Employee’s inability to cure or remedy such failure ten (10) days thereafter, or (e) Employee’s material breach of any term or provision of this Agreement.
Good Cause Defined. For purposes of this Agreement, "Good Cause" means (i) Executive's conviction of, or plea of nolo contendere or guilty to, any criminal violation involving dishonesty, fraud or moral turpitude; (ii) Executive's gross negligence; (iii) Executive's willful and serious misconduct; (iv) Executive's breach of trust or fiduciary duty in the performance of his duties or responsibilities; (v) Executive's willful failure to comply with reasonable directives and policies of the Board; or (vi) Executive's breach of any material term or provision of this Agreement and Executive's failure to cure such breach within 30 days of his receipt of notice of the breach by the Company.
Good Cause Defined. As used herein, “Good Cause” means the occurrence of one of the following events without the Executive’s express written consent:
(a) the assignment by the Company of any substantial new or different duties inconsistent with the Executive’s positions, duties, responsibilities and status with the Company immediately prior to such change in assigned duties;
(b) a material reduction in the Executive’s responsibilities, except as a result of the Executive’s death, disability or retirement;
(c) a reduction by the Company in the Executive’s Annual Salary;
(d) a change in the principal executive office of the Company to a location more than 50 kilometres from the then-current location of the principal executive office of the Company;
(e) the requirement by the Company that the Executive be based anywhere other than within a 100 kilometre radius of the Executive’s then current location;
(f) the failure by the Company to continue in effect, or a material change in the terms of the Executive’s participation in benefits under any Incentive Plan or Benefits plan (collectively, the “Existing Plans”), the effect of which would be to materially reduce the total value, in the aggregate, of the benefit to the Executive of the Existing Plans;
(g) any reduction by the Company of the number of paid vacation days to which the Executive is entitled; or
(h) any other events or circumstances which would constitute a constructive dismissal at common law.
Good Cause Defined. The term "good cause" as used in this Agreement shall mean (a) willful and continued failure of Employee to substantially perform his duties as a senior officer of the Company, or (b) Employee's willfully engaging in gross misconduct materially injurious to the Company.
