Common use of Good Cause Clause in Contracts

Good Cause. For purposes hereof, a termination by the Company for “Good Cause” shall mean termination by action of the Company because of (i) Employee’s material and willful theft or misuse of the Company’s property or time; materially and willfully falsifying any document or making any false or misleading statements relating to Employee’s employment with the Company; commission, conviction of or the entry of a plea of nolo contendere by Employee of any felony (whether or not involving the Company or any of its subsidiaries), including, without limitation, those involving dishonesty or moral turpitude; commission, conviction of or the entry of a plea of nolo contendere by Employee of any misdemeanor (whether or not involving the Company or any of its subsidiaries), involving dishonesty, moral turpitude, or affecting performance of the job; or breach by Employee of his/her obligations under this Agreement, as reasonably determined by the Board in its discretion, (ii) fraud, dishonesty, misconduct or embezzlement on the part of Employee as reasonably determined by the Board in its discretion, (iii) refusal or continuing failure to attempt, other than by reason of disability as defined below, to follow the lawful directions of the senior officers or the Board of Directors of the Company as reasonably determined by the Board in its discretion, (iv) willful violation of any material policy of the Company or material agreement with the Company as reasonably determined by the Board in its discretion, (v) breach of, negligence with respect to, or the failure or refusal by Employee to perform and discharge his/her duties, responsibilities or obligations under this Agreement or as defined by the Company as reasonably determined by the Board in its discretion, that is not corrected within 30 days following written notice thereof to Employee by the Company as reasonably determined by the Board in its discretion, (vi) discriminatory or harassing behavior, whether or not illegal under State, federal or local law, which the Board in its discretion reasonably determines violates Company policy, or (vii) other conduct that may be materially detrimental to the best interests of the Company or any affiliate thereof as reasonably determined by the Board in its discretion.

Good Cause. For purposes hereof, a termination The determination by the Company for “Good Cause” shall mean termination by action board of directors of the Company because Company, in good faith and in the exercise of its reasonable judgment, that Executive has committed an act or acts which constitute (i) Employee’s a felony which reasonably could be expected to have a material and willful theft adverse impact on the Company or misuse the ability of Executive to perform his duties to the Company in connection with his employment, (ii) dishonesty or fraud with respect to the Company having a material adverse impact on the Company’s property , excluding for this purpose an isolated and inadvertent action not taken in bad faith by Executive and which Executive promptly takes reasonable actions to remedy after the board of directors has delivered written notice thereof to Executive, or time; (iii) willfully engaging in one or more acts, or willfully omitting to act, which is demonstrably and materially and willfully falsifying any document or making any false or misleading statements relating damaging to Employee’s employment with the Company; commission, conviction of or the entry of a plea of nolo contendere by Employee of any felony (whether or not involving the Company or any of its subsidiaries), including, without limitation, those involving dishonesty or moral turpitude; commission, conviction . For purposes of or the entry of a plea of nolo contendere by Employee of any misdemeanor (whether or not involving the Company or any of its subsidiaries), involving dishonesty, moral turpitude, or affecting performance of the job; or breach by Employee of his/her obligations under this Agreement, as reasonably determined by the Board in its discretion, (ii) fraud, dishonesty, misconduct an act or embezzlement on the part of Employee as reasonably determined by the Board in its discretion, (iii) refusal or continuing failure to attemptact on Executive's part shall be considered "willful" only if it was done or omitted to be done by him not in good faith, other than and shall not include any act or failure to act resulting from any incapacity of Executive. Notwithstanding the foregoing, Executive may not be terminated for Good Cause unless and until (1) the Executive shall have committed acts which constitute Good Cause as set forth in this Section 1(f), and (2) there shall have been delivered to him a copy of a resolution duly adopted by reason of disability as defined below, to follow the lawful directions a seventy-five percent (75%) affirmative vote of the senior officers or membership of the Board of Directors of the Company as reasonably determined by (the "Board") (excluding Executive, if he is then a member) at a meeting of the Board in its discretion, called and held for such purpose (iv) willful violation of any material policy after giving Executive reasonable notice specifying the nature of the Company grounds for such termination and not less than 30 days to correct the acts or material agreement with the Company as reasonably determined by the Board in its discretion, (v) breach omissions complained of, negligence if correctable, and affording Executive the opportunity, together with respect tohis counsel, or to be heard before the failure or refusal by Employee to perform and discharge his/her duties, responsibilities or obligations under Board) finding that Executive was guilty of conduct which constitutes Good Cause as set forth in this Agreement or as defined by the Company as reasonably determined by the Board in its discretion, that is not corrected within 30 days following written notice thereof to Employee by the Company as reasonably determined by the Board in its discretion, (vi) discriminatory or harassing behavior, whether or not illegal under State, federal or local law, which the Board in its discretion reasonably determines violates Company policy, or (vii) other conduct that may be materially detrimental to the best interests of the Company or any affiliate thereof as reasonably determined by the Board in its discretionSection 1(f).

Good Cause. For purposes hereofof this Agreement, a termination by the Company shall be for “Good Cause” shall mean termination by action if Employee, in the subjective, good faith opinion of the Company because Employer, shall: (a) commit an act of fraud, moral turpitude, misappropriation of funds or embezzlement in connection with his duties; (ib) breach Employee’s material and willful theft or misuse fiduciary duty to Employer, including, but not limited to, acts of the Company’s property or time; materially and willfully falsifying any document or making any false or misleading statements relating to Employee’s employment with the Company; commission, conviction of or the entry of a plea of nolo contendere by Employee of any felony self-dealing (whether or not involving for personal profit); (c) materially breach this Agreement, the Company Confidentiality Agreement (defined below), or Employer’s written Codes of Ethics as adopted by the Board; (d) willfully, recklessly or negligently violate any material provision of Employer’s written Employee Handbook, if any, 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 its subsidiarieshis corporate rank and responsibilities, under the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the regulations of the Securities and Exchange Commission promulgated thereunder (for avoidance of doubt any failure by Employer 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, includingrecklessly 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, without limitationor enter a plea of guilty or no contest to, those 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) become listed on the federal debarment list prohibiting participation in Medicare or Medicaid; commission, conviction of or (i) fail to return any compensation amount required to be clawed back or the entry of a plea of nolo contendere returned to Employer by Employee application of any misdemeanor (whether applicable law or not involving the Company or any of its subsidiaries), involving dishonesty, moral turpitude, or affecting performance of the job; or breach by Employee of his/her obligations under this Agreement, as reasonably determined by the Board in its discretion, (ii) fraud, dishonesty, misconduct or embezzlement on the part of Employee as reasonably determined by the Board in its discretion, (iii) refusal or continuing failure to attempt, other than by reason of disability as defined below, to follow the lawful directions of the senior officers or the Board of Directors of the Company as reasonably determined by the Board in its discretion, (iv) willful violation of any material policy of the Company or material agreement with the Company as reasonably determined by the Board in its discretion, (v) breach of, negligence with respect to, or the failure or refusal by Employee to perform and discharge his/her duties, responsibilities or obligations under this Agreement or as defined by the Company as reasonably determined by the Board in its discretion, that is not corrected within 30 days following written notice thereof to Employee by the Company as reasonably determined by the Board in its discretion, (vi) discriminatory or harassing behavior, whether or not illegal under State, federal or local law, which the Board in its discretion reasonably determines violates Company policy, or (vii) other conduct that may be materially detrimental to the best interests of the Company or any affiliate thereof as reasonably determined by the Board in its discretionregulation.

Good Cause. For purposes hereofof this Agreement, a termination by the Company shall be for “Good Cause” shall mean termination by action if Employee, shall: (a) Commit an act of the Company because fraud, moral turpitude, misappropriation of funds or embezzlement in connection with his duties; (ib) Breach Employee’s material and willful theft or misuse of fiduciary duty to the Company’s property or time; materially and willfully falsifying any document or making any false or misleading statements relating to Employee’s employment with the Company; commission, conviction including, but not limited to, acts of or the entry of a plea of nolo contendere by Employee of any felony self-dealing (whether or not involving 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 S▇▇▇▇▇▇▇-▇▇▇▇▇ 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 any 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 its subsidiaries)guilty or no contest to, includinga felony or misdemeanor under state or federal law in a court of competent jurisdiction, without limitation, those other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude; commission, conviction of ; (h) Fail to return any compensation amount required to be clawed back or returned to the entry of a plea of nolo contendere Company by Employee application of any misdemeanor (whether applicable law or not involving the Company or any of its subsidiaries), involving dishonesty, moral turpitude, or affecting performance regulation. The foregoing is an exhaustive list of the job; or breach by Employee of his/her obligations items that constitute Cause under this Agreement. Notwithstanding the foregoing, as reasonably determined by 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 Board in its discretionCompany’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) fraud, dishonesty, misconduct or embezzlement on the part Employee does not cure such event within ten (10) days following the Employee’s receipt of Employee as reasonably determined by such notice from the Board in its discretionCompany, (iii) refusal or continuing failure to attemptan opportunity for the Employee, other than by reason of disability as defined belowtogether with counsel, to follow be heard before the lawful directions Board or subcommittee of the senior officers or the Board of Directors of the Company as reasonably determined by the Board in its discretionCompany, (iv) willful violation of any material policy of the Company or material agreement with the Company as reasonably determined by the Board in its discretion, (v) breach of, negligence with respect to, or the failure or refusal by Employee to perform and discharge his/her duties, responsibilities or obligations under this Agreement or as defined by the Company as reasonably determined by the Board in its discretion, that is not corrected within 30 days following written notice thereof to Employee by the Company as reasonably determined by the Board in its discretion, (vi) discriminatory or harassing behavior, whether or not illegal under State, federal or local law, which the Board in its discretion reasonably determines violates Company policy, or (vii) other conduct that may be materially detrimental to the best interests of the Company or any affiliate thereof as reasonably determined by the Board in its discretion.

Good Cause. For purposes hereof, a termination by the Company for “Good Cause” shall mean termination by action of the Company because of (i) Employee’s material and willful theft or misuse of the Company’s property or time; materially and willfully falsifying any document or making any false or misleading statements relating to Employee’s employment with the Company; commission, conviction of or the entry of a plea of nolo contendere by Employee of any felony (whether or not involving the Company or any of its subsidiaries), including, without limitation, those involving dishonesty or moral turpitude; commission, conviction of or the entry of a plea of nolo contendere by Employee of any misdemeanor (whether or not involving the Company or any of its subsidiaries), involving dishonesty, moral turpitude, or affecting performance of the job; or breach by Employee of his/her obligations under this Agreement, as reasonably determined by the Board in its discretion, (ii) fraud, dishonesty, misconduct or embezzlement on the part of Employee as reasonably determined by the Board in its discretion, (iii) refusal or continuing failure to attempt, other than by reason of disability as defined below, to follow the lawful directions of the senior officers or the Board of Directors of the Company as reasonably determined by the Board in its discretion, (iv) willful violation of any material policy of the Company or material agreement with the Company as reasonably determined by the Board in its discretion, (v) breach of, negligence with respect to, or the failure or refusal by Employee to perform and discharge his/her his duties, responsibilities or obligations under this Agreement or as defined by the Company as reasonably determined by the Board in its discretion, that is not corrected within 30 days following written notice thereof to Employee by the Company as reasonably determined by the Board in its discretion, (vi) discriminatory or harassing behavior, whether or not illegal under State, federal or local law, which the Board in its discretion reasonably determines violates Company policy, or (vii) other conduct that may be materially detrimental to the best interests of the Company or any affiliate thereof as reasonably determined by the Board in its discretion.

Good Cause. For purposes hereof, a termination by the Company for “Good Cause” shall mean termination by action of the Company because of (i) Employee’s material and willful theft or misuse of the Company’s property or time; materially and willfully falsifying any document or making any false or misleading statements relating to Employee’s employment with the Company; commission, conviction of or the entry of a plea of nolo contendere by Employee of any felony (whether or not involving the Company or any of its subsidiaries), including, without limitation, those involving dishonesty or moral turpitude; commission, conviction of or the entry of a plea of nolo contendere by Employee of any misdemeanor (whether or not involving the Company or any of its subsidiaries), involving dishonesty, moral turpitude, or affecting performance of the job; or breach by Employee of his/her obligations under this Agreement, as reasonably determined by the Board in its discretion, (ii) fraud, dishonesty, misconduct or embezzlement on the part of Employee as reasonably determined by the Board in its discretion, (iii) refusal or continuing failure to attempt, other than by reason of disability as defined below, to follow the lawful directions of the senior officers or the Board of Directors of the Company as reasonably determined by the Board in its discretion, (iv) willful violation of any material policy of the Company or material agreement with the Company as reasonably determined by the Board in its discretion, (v) breach of, negligence with respect to, or the failure or refusal by Employee to perform and discharge his/her his duties, responsibilities or obligations under this Agreement or as defined by the Company as reasonably determined by the Board in its discretion, that is not corrected within 30 days following written notice thereof to Employee by the Company as reasonably determined by the Board in its discretion, (vi) discriminatory or harassing behavior, whether or not illegal under State, federal or local law, which the Board in its discretion reasonably determines violates Company policy, or (vii) other conduct that may be materially detrimental to the best interests of the Company or any affiliate thereof as reasonably determined by the Board in its discretion.

Good Cause. The determination by the Board of Directors that there is “Good Cause” for termination of this Agreement. For purposes hereofof this Agreement, a termination by the Company for “Good Cause” shall mean termination a reasonable and documented conclusion by action the Company that Executive has engaged in any one of the Company because of following: (i) Employee’s material and willful theft or misuse of the Company’s property or time; materially and willfully falsifying any document or making any false or misleading statements relating to Employee’s employment with the Company; commission, conviction of or the entry of a plea of nolo contendere by Employee of any felony (whether or not involving the Company or any of its subsidiaries)financial dishonesty, including, without limitation, those involving dishonesty misappropriation of funds or moral turpitudeproperty, or any attempt by Executive to secure any personal profit related to the business or business opportunities of the Company without the informed, written approval of the Board; commission(ii) refusal to comply with reasonable directives of the Board; (iii) gross negligence or recklessness in the performance of Executive’s duties; (iv) failure to perform, or continuing neglect in the performance of, duties assigned to Executive which has caused demonstrable and serious injury to the Company; (v) willful misconduct in the performance of Executive’s duties which constitutes a violation of law or which otherwise has an adverse effect upon the Company’s business or reputation; or (vi)the final and non-appealable conviction of of, or the entry of a plea of nolo contendere by Employee of any contendre to, either a misdemeanor (whether or not involving the Company financial dishonesty, fraud or any of its subsidiaries), involving dishonesty, moral turpitude, or affecting performance of the jobfelony; or breach by Employee of his/her obligations under this Agreement, as reasonably determined by the Board in its discretion, (ii) fraud, dishonesty, misconduct or embezzlement on the part of Employee as reasonably determined by the Board in its discretion, (iii) refusal or continuing failure to attempt, other than by reason of disability as defined below, to follow the lawful directions of the senior officers or the Board of Directors of the Company as reasonably determined by the Board in its discretion, (iv) willful violation of any material policy of the Company or material agreement with the Company as reasonably determined by the Board in its discretion, (v) breach of, negligence with respect to, or the failure or refusal by Employee to perform and discharge his/her duties, responsibilities or obligations under this Agreement or as defined by the Company as reasonably determined by the Board in its discretion, that is not corrected within 30 days following written notice thereof to Employee by the Company as reasonably determined by the Board in its discretion, (vi) discriminatory or harassing behavior, whether or not illegal under State, federal or local law, which the Board in its discretion reasonably determines violates Company policy, or (vii) the material breach of any provision of this Agreement or any other conduct that may written agreement between Company and Executive. With the exception of subsection (vi) of this Section 9(a)(3), a written demand for substantial performance shall be materially detrimental delivered to Executive and the Executive shall have sixty (60) calendar days after such written demand to remedy the situation described in the written demand to the best interests satisfaction of the Board. The burden of proving Good Cause shall be on the Company; provided that the Company shall be deemed to have satisfied such burden so long as it reasonably believed in good faith that Executive engaged in any of the actions of Good Cause set forth herein and that Executive failed to remedy such action upon appropriate notice and time to cure duly given to Executive, if applicable. Upon termination pursuant to Executive’s death or any affiliate thereof disability, the Company shall pay Executive (or, in the event of a termination due to Executive’s death, his estate), a lump sum severance payment equal to the greater of: (i) Executive’s Base Salary (at the time of termination) for one (1) year, or (ii) his Base Salary (at the time of termination) for the remaining term of this agreement. Executive will also receive the performance-based annual incentive bonus and long-term incentive reward to which he would be entitled based on performance for the period in which death or disability occurs. Such severance payment shall be paid to Executive within fifteen (15) business days of Executive’s termination date. In addition, in the event of a termination due to Executive’s disability, the Company shall continue to provide health, dental and life insurance under the same conditions as reasonably determined by the Board described in its discretionSections 6(c) and 6(d), respectively. No severance payment, Succession Bonus or Retirement Benefit will be paid or continued if Executive is terminated for Good Cause.

Good Cause. For purposes hereof, a termination by the Company for “Good Cause” shall mean termination by action of the Company because of (i) Employee’s material and willful theft or misuse of the Company’s property or time; materially and willfully falsifying any document or making any false or misleading statements relating to Employee’s employment with the Company; commission, conviction of or the entry of a plea of nolo contendere by Employee of any felony (whether or not involving the Company or any of its subsidiaries), including, without limitation, those involving dishonesty or moral turpitude; commission, conviction of or the entry of a plea of nolo contendere by Employee of any misdemeanor (whether or not involving the Company or any of its subsidiaries), involving dishonesty, moral turpitude, or affecting performance of the job; or breach by Employee of his/her obligations under this AgreementAgreement or any other agreement with the Company, as reasonably determined by the Board in its discretion, (ii) fraud, dishonesty, misconduct or embezzlement on the part of Employee as reasonably determined by the Board in its discretion, (iii) refusal or continuing failure to attempt, other than by reason of disability Disability as defined below, to follow the lawful directions of the senior officers or the Board of Directors of the Company as reasonably determined by the Board in its discretion, (iv) willful violation of any material policy of the Company or material agreement with the Company as reasonably determined by the Board in its discretion, (v) breach of, negligence with respect to, or the failure or refusal by Employee to perform and discharge his/her duties, responsibilities or obligations under this Agreement or as defined by the Company as reasonably determined by the Board in its discretion, that is not corrected within 30 days following written notice thereof to Employee by the Company as reasonably determined by the Board in its discretion, (vi) discriminatory or harassing behavior, whether or not illegal under State, federal or local lawlaw , which the Board in its discretion reasonably determines violates Company policy, or (vii) other conduct that may be materially detrimental to the best interests of the Company or any affiliate thereof as reasonably determined by the Board in its discretion.

Good Cause. For purposes hereof, a termination by The Company may terminate the Company Agreement after written notice to Employee for “Good Cause” , which shall mean termination by action of the Company because of be: (i) Employee’s 's material and willful theft breach of this Agreement; (ii) the Employee's failure to adhere to any written Company policy if the Employee has been given a reasonable opportunity to comply with such policy or misuse cure his failure to comply (which reasonable opportunity must be granted during the ten-day period preceding termination of this Agreement); (iii) the appropriation (or attempted appropriation) of a material business opportunity of the Company’s property , including attempting to secure or time; materially and willfully falsifying securing any document or making personal profit in connection with any false or misleading statements relating to Employee’s employment with transaction entered into on behalf of the Company; commission, conviction of or the entry of a plea of nolo contendere by Employee of any felony (whether or not involving the Company or any of its subsidiaries), including, without limitation, those involving dishonesty or moral turpitude; commission, conviction of or the entry of a plea of nolo contendere by Employee of any misdemeanor (whether or not involving the Company or any of its subsidiaries), involving dishonesty, moral turpitude, or affecting performance of the job; or breach by Employee of his/her obligations under this Agreement, as reasonably determined by the Board in its discretion, (ii) fraud, dishonesty, misconduct or embezzlement on the part of Employee as reasonably determined by the Board in its discretion, (iii) refusal or continuing failure to attempt, other than by reason of disability as defined below, to follow the lawful directions of the senior officers or the Board of Directors of the Company as reasonably determined by the Board in its discretion, (iv) willful violation the misappropriation (or attempted misappropriation) of any material policy of the Company Company's funds or material agreement with the Company as reasonably determined by the Board in its discretion, property; (v) breach the conviction of, negligence the indictment for (or its procedural equivalent), or the entering of a guilty plea or plea of no contest with respect to, a felony, the equivalent thereof, or any other crime with respect to which imprisonment is a possible punishment; or (vi) chronic alcohol abuse or chronic illegal drug abuse by Employee. If the failure or refusal by Company desires to terminate Employee's employment for Good Cause, the Company shall deliver to Employee a written notice (which shall be in addition to perform any notice and discharge his/her duties, responsibilities or obligations under opportunity to cure provided for above) which shall indicate the specific provisions of this Agreement or as defined relied upon by the Company as reasonably determined and which sets forth in reasonable detail the facts and circumstances claimed to provide a basis of termination for Good Cause under the provision so relied upon (a "Notice of Intended Termination for Good Cause"). Any proposed termination for Good Cause shall be effective only upon approval and adoption of a resolution by the affirmative vote of the Company's Board of Directors then in its discretion, that is not corrected within 30 days following written notice thereof to Employee by the Company as reasonably determined by office at a meeting duly of the Board called and held for the purpose finding that the Employee committed the actions specified in its discretionthe Notice of Intended Termination for Good Cause. Any such meeting shall be held following the delivery of the Notice of Intended Termination for Good Cause and at a time calculated to provide reasonable notice to the Employee. The Employee, (vi) discriminatory or harassing behaviortogether with Employee's counsel, whether or not illegal under State, federal or local law, which shall be entitled to be heard before the Board at such meeting. In the event of a termination for Good Cause, as enumerated above, Company will pay Employee, in its discretion reasonably determines violates Company policylieu of any other payment, or (vii) other conduct that may be materially detrimental Employee's Base Salary and earned benefits to the best interests effective date of the Company or any affiliate thereof as reasonably determined by the Board in its discretiontermination.