Proper Cause. The occurrence of any of the following events or circumstances shall constitute "proper cause" for termination, at the election of the Board of Directors of the Company, of the term of employment of the Executive under this Agreement, to wit:
(i) the Executive shall voluntarily resign as a director, officer or employee of the Company or any significant subsidiary without approval of the Board of Directors of the Company for reasons other than a breach of this Agreement in any material respect by the Company which has not been cured within 30 calendar days after the Company's receipt of written notice of such breach from the Executive;
(ii) the perpetration of defalcations by the Executive involving the Company or any of its affiliates, as established by certified public accountants employed by the Company, or willful, reckless or grossly negligent conduct of the Executive entailing a substantial violation of any material provision of the laws, rules, regulations or orders of any governmental agency applicable to the Company or its subsidiaries;
(iii) the repeated and deliberate failure by the Executive, after advance written notice to him, to comply with reasonable policies or directives of the Board of Directors;
(iv) the Executive shall breach this Agreement in any other material respect and fails to cure such breach within 30 calendar days after the Executive receives written notice of such breach from the Company; or
(v) receipt by the Bank of written notice from the Office of the Comptroller of the Currency or the Federal Reserve Bank that either agency has criticized Executive's performance and has either (a) rated the Bank a "4" or a "5" under the Uniform Financial Institution Rating System or (b) has determined that the Bank is in a "troubled condition" as defined under Section 914 of the Financial Institutions Reform, Recovery and Enforcement Act of 1989; provided, however the inability of the Executive to achieve favorable results of operations for reasons essentially unrelated to the events or circumstances described in paragraph (a)i, (a)ii, (a)iii, (a)iv and (a)v hereof shall not be deexxx xx xxxxxxxxxx xxxxxx xxxxx xxx xermination hereunder. In the event that the Company or the Bank discharges Executive alleging "cause" under this Section 9(a) and it is subsequently determined judicially that the termination was "without cause," then such discharge shall be deemed a discharge without cause subject to the provisions of Section 9(b) hereof. In ...
Proper Cause. Company may terminate Executive's employment under this Agreement for "proper cause," without prior notice (except as otherwise specified in Sections 3.4(a) and 3.4(1), each requiring prior notice in accordance with Section 6.1 of this Agreement ("Notice")). In the event Executive's employment is terminated for proper cause, Executive shall receive only his Base Salary and accrued benefits earned through the date of termination. As used in this Agreement, "proper cause" shall be:
(a) any breach by Executive of any material provision of this Agreement which breach is not remedied within thirty (30) days after receiving Notice of such breach specifically citing this Section 3.4(a); provided, however, that Company may terminate this Agreement immediately, without providing a cure period, in the event that Executive breaches any provision of Article 4;
(b) an act of dishonesty by Executive if such act has or could reasonably be expected to have a material adverse impact on the tinancial interests or business reputation of Company or its Affiliates (where "Affiliates" shall mean any entity that is controlled by Company, or is under common control with Company);
(c) negligent or willful misconduct in the performance of Executive's duties hereunder if such negligence or misconduct has or could have a material impact on the financial interest or business reputation of Company or its Atliliates;
(d) conduct that is intended to, or is reasonably likely to, be deleterious to the financial interest or business reputation of Company or its Affiliates; (e) breach of Executive's duty of loyalty or other tiduciary duties to Company; (f) willful failure of Executive to follow the reasonable directives of the Board of Directors pertaining to legal compliance or audits of Company within ten (10) days of receiving Notice of any such failure to follow such directives;
Proper Cause. The Board may suspend, transfer or discharge an employee for just and reasonable cause.
Proper Cause. An employee who has completed the probationary period may be suspended without pay or discharged only for proper cause as defined in Minn. Stat. § 122A.40, Subd. 9(a)-(d) or Subd. 13(a)(1)-(6). It is understood that Minn. Stat. § 122A.40 is referred to only for the purpose of defining proper cause and the procedures of Minn. Stat. § 122A.40 shall not be otherwise applicable, but rather, the provisions of this contract shall apply. Suspension or discharge shall be made by the Superintendent or designee only after a meeting with the employee and their representative. Any such suspension or discharge shall be subject to the grievance procedure.
Proper Cause. The Board shall not dismiss or discipline an employee bound by this Agreement except for just and reasonable cause. The Board may suspend, transfer or discharge an employee for just and reasonable cause.
Proper Cause. The Company, by written notice to the Executive, may terminate the Company's employment of the Executive for proper cause. As used herein, "proper cause" shall mean that the Executive has: (1) willfully refused or failed to carry out specific directions of the Board, the Chairman of the Board and/or the President of the Company which directions are not inconsistent with the duties and responsibilities set forth in Section 1 hereof, or willfully refused or failed to perform a material part of such duties and responsibilities hereunder; (2) committed a breach of any of the provisions of Section 8, 9 or 10 of this Agreement; (3) acted fraudulently or dishonestly in his relations with the Company; (4) been convicted of a felony involving an act of moral turpitude, fraud or misrepresentation; (5) engaged in the use of illegal substances or alcohol, which use has impaired the Executive's ability to perform his duties and responsibilities; or
Proper Cause. The Company may terminate the Executive’s employment under this Agreement for “proper cause,” without prior notice (except as otherwise specified in Sections 3.4(a) and 3.4(d), each requiring prior notice in accordance with Section 6.1 of this Agreement (“Notice”)). As used in this Agreement, “proper cause” shall be:
(a) any breach by the Executive of any material provision of this Agreement which breach is not remedied within thirty (30) days after receiving Notice of such breach specifically citing this Section 3.4(a), provided, however, that the Company may terminate this Agreement immediately, without providing a cure period, in the event that the Executive breaches any provision of Article 4, or any other restrictive covenant obligations that the Executive has with respect to the Company or its Affiliates;
(b) an act of dishonesty by the Executive if such act has a material adverse impact on the financial interests or business reputation of the Company or its Affiliates;
(c) material failure to perform (other than by reason of disability), or gross negligence or willful misconduct in the performance of, the Executive’s duties hereunder if such negligence or misconduct has a material impact on the financial interest or business reputation of the Company or its Affiliates;
(d) breach of the Executive’s duty of loyalty or other fiduciary duties to the Company or its Affiliates;
(e) willful failure of the Executive to follow the reasonable directives of the CEO or the Board of Directors of the Company pertaining to legal compliance or audits of the Company or its Affiliates within ten (10) days of receiving Notice of any such failure to follow such directives;
(f) the Executive’s conviction of, or plea of nolo contendere to, a crime which the Company reasonably determines materially and adversely affects the reputation of the Company or any of its Affiliates or the Executive’s ability to perform the services required hereunder;
(g) a willful or reckless violation of a material regulatory requirement, or of any material written policy or procedure applicable to the Company or its Affiliates, that has a material adverse impact on the financial interests or business reputation of the Company or its Affiliates; or
(h) commission of an act of fraud, embezzlement, or misappropriation by the Executive with respect to his relations with the Company or any of their respective employees, customers, agents, or representatives.
Proper Cause. All new employees shall be subject to a one-year probationary period, (refer to section 4.1, above), during which the employee may be terminated without reason. Where an employee has served beyond such probationary period, all matters of discipline after the one-year period may be subject to the procedure set forth in this section in the event that the Union claims that such disciplinary action was not based upon proper cause.
Proper Cause. The School District shall have the right to impose discipline on its employees for just cause. Discipline shall consist of verbal warning, written warning, suspension without pay and discharge. The School District reserves the right to impose discipline at any level as it determines based upon the circumstances surrounding the action. Suspension or discharge shall be made by the Superintendent or designee only after a meeting with the employee and their representative. Any such suspension or discharge shall be subject to the grievance procedure.
Proper Cause. Discharge or suspension of any Employee shall be for proper cause.
