Common use of Proper Cause Clause in Contracts

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(f), each requiring prior notice in accordance with Section 6. I of this Agreement (“Notice”)). In the event Executive’s employment is te1minated 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 A1ticle 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 financial 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 Affiliates; (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 fiduciary duties to Company; (f) willful fail me of Executive to follow the reasonable directives of the Board of Directors peitaining to legal compliance or audits of Company within ten (l0) days of receiving Notice of any such failure to follow such directives; (g) Executive’s conviction of, or plea of nolo contendere to, a felony, a misdemeanor crime involving dishonesty, or any crime which Company reasonably determines could materially and adversely affects the reputation of Company or any of its Affiliates or Executive’s ability to perform the services required hereunder; (h) a willful or reckless violation of a material regulatory requirement, or of any material written policy or procedure applicable to Company, that has or could have a material adverse impact on the tinancial interests or business reputation of Company or its Affiliates; (i) commission of an act of ti·m1d, embezzlement, or misappropriation by Executive with respect to his relations with Company or any of its employees, customers, agents, or representatives; or (j) failure by Executive to adhere to the highest professional standard for an individual holding the same or comparable position in the metropolitan Phoenix, Arizona area.

Proper Cause. Company may terminate Executive’s 's employment under this Agreement for “"proper cause,” " without prior notice (except as otherwise specified in Sections 3.4(a) and 3.4(f3.4(1), each requiring prior notice in accordance with Section 6. I 6.1 of this Agreement (“"Notice”")). In the event Executive’s 's employment is te1minated 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 A1ticle 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 financial 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 '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 AffiliatesAtliliates; (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 's duty of loyalty or other fiduciary tiduciary duties to Company; (f) willful fail me failure of Executive to follow the reasonable directives of the Board of Directors peitaining pertaining to legal compliance or audits of Company within ten (l010) days of receiving Notice of any such failure to follow such directives; (g) Executive’s conviction of, or plea of nolo contendere to, a felony, a misdemeanor crime involving dishonesty, or any crime which Company reasonably determines could materially and adversely affects the reputation of Company or any of its Affiliates or Executive’s ability to perform the services required hereunder; (h) a willful or reckless violation of a material regulatory requirement, or of any material written policy or procedure applicable to Company, that has or could have a material adverse impact on the tinancial interests or business reputation of Company or its Affiliates; (i) commission of an act of ti·m1d, embezzlement, or misappropriation by Executive with respect to his relations with Company or any of its employees, customers, agents, or representatives; or (j) failure by Executive to adhere to the highest professional standard for an individual holding the same or comparable position in the metropolitan Phoenix, Arizona area.

Proper Cause. Company may terminate Executive’s 's employment under this Agreement for “"proper cause,” " without prior notice (except as otherwise specified in Sections 3.4(a) and 3.4(f), each requiring prior notice in accordance with Section 6. I 6.1 of this Agreement (“"Notice”")). In the event Executive’s 's employment is te1minated 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 A1ticle 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 financial interests or business reputation of Company or its Affiliates (where “"Affiliates” " shall mean any entity that is controlled by Company, or Ot' is under common control with Company); (c) negligent or willful misconduct in the performance of Executive’s '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 Affiliates; (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 's duty of loyalty or other fiduciary duties to Company; ; (f) willful fail me failure of Executive to follow the reasonable directives of the Board of Directors peitaining pertaining to legal compliance or audits of Company within ten (l0I 0) days of receiving Notice of any such failure to follow such directives; (g) Executive’s 's conviction of, or plea of nolo contendere to, a felony, a misdemeanor crime involving dishonesty, or any crime which Company reasonably determines could materially and adversely affects affect the reputation of Company or any of its Affiliates or Executive’s 's ability to perform the services required hereunder; (h) a willful or reckless violation of a material regulatory requirement, or of any material written policy or procedure applicable to Company, that has or could have a material adverse impact on the tinancial financial interests or business reputation of Company or its Affiliates; (i) commission of an act of ti·m1dfraud, embezzlement, or misappropriation by Executive with respect to his relations with Company or any of its employees, customers, agents, or representatives; or (ji) failure by Executive to adhere to the highest professional standard for an individual holding the same or comparable position in the metropolitan Phoenix, Arizona area.

Proper Cause. Company may terminate tenninate Executive’s 's employment under this Agreement for “"proper cause,” " without prior notice (except as otherwise specified in Sections 3.4(a) and 3.4(f), each requiring prior notice in accordance with Section 6. I 6.1 of this Agreement (“"Notice”")). In the event Executive’s 's employment is te1minated 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 A1ticle 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 financial 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 '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 Affiliates; (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 's duty of loyalty or other fiduciary duties to Company; (f) willful fail me failure of Executive to follow the reasonable directives of the Board of Directors peitaining pertaining to legal compliance or audits of Company within ten (l01 0) days of receiving Notice of any such failure to follow such directives; (g) Executive’s 's conviction of, or plea of nolo contendere to, a felony, a misdemeanor crime involving dishonesty, or any crime which Company reasonably determines could materially and adversely affects affect the reputation of Company or any of its Affiliates or Executive’s 's ability to perform the services required hereunder; (h) a willful or reckless violation of a material regulatory requirement, or of any material written policy or procedure applicable to Company, that has or could have a material adverse impact on the tinancial financial interests or business reputation of Company or its Affiliates; (i) commission of an act of ti·m1dfraud, embezzlement, or misappropriation by Executive with respect to his relations with Company or any of its employees, customers, agents, or representatives; or (ji) failure by Executive to adhere to the highest professional standard for an individual holding the same or comparable position in the metropolitan Phoenix, Arizona area.

Proper Cause. Company may terminate Executive’s 's employment under this Agreement for “"proper cause,” " without prior notice (except as otherwise specified in Sections 3.4(a) and 3.4(f), each requiring prior notice in accordance with Section 6. I 6.1 of this Agreement (“"Notice”")). In the event Executive’s 's employment is te1minated terminated for proper cause, Executive shall receive only his her 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 flus Agreement immediately, without providing a cure period, in the event that Executive breaches any provision of A1ticle 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 financial interests or business reputation of Company or its Affiliates (where “Affiliates” shall "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 '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 Affiliates; (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 ofExecutive's duty of loyalty ofloyalty or other fiduciary duties to Company; ; (f) willful fail me failure of Executive to follow the reasonable directives of the Board of Directors peitaining pertairung to legal compliance or audits of Company within ten (l010) days of receiving Notice of any such failure to follow such directives; (g) Executive’s 's conviction of, or plea of nolo contendere to, a felony, a misdemeanor crime involving dishonesty, or any crime which Company reasonably determines could materially and adversely affects affect the reputation of Company or any of its Affiliates or Executive’s 's ability to perform perfonn the services required hereunder; (h) a willful or reckless violation of a material regulatory requirement, or of any material written policy or procedure applicable to Company, that has or could have a material adverse impact on the tinancial financial interests or business reputation of Company or its Affiliates; (i) commission of an act of ti·m1dfraud, embezzlement, or misappropriation by Executive with respect to his her relations with Company or any of its employees, customers, agents, or representatives; or (ji) failure by Executive to adhere to the highest professional standard for an individual holding the same or comparable position in the metropolitan Phoenix, Arizona area.

Proper Cause. Company may terminate tenninate Executive’s 's employment under this Agreement for “"proper cause,” " without prior notice (except as otherwise othetwise specified in Sections 3.4(a) and 3.4(f), each requiring prior notice in accordance with Section 6. I 6.1 of this Agreement (“"Notice”")). In the event Executive’s 's employment is te1minated tem1inated for proper cause, Executive shall receive only his Base Salary and accrued accmed benefits earned through tlu-ough the date of terminationoftennination. 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 thitty (30) days after receiving Notice of such breach specifically citing this Section 3.4(a); provided, however, that Company may terminate tenninate this Agreement immediately, without providing a cure period, in the event that Executive breaches any provision of A1ticle Atticle 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 financial interests or business reputation of Company or its Affiliates (where “Affiliates” shall "Affiliates"shall mean any entity that is controlled by Company, or is under common corrunon control with Company); (c) negligent or willful misconduct in the performance perfmmance of Executive’s '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 Affiliates; (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 's duty of loyalty or other fiduciary duties to Company; (f) willful fail me failure of Executive to follow the reasonable directives of the Board of Directors peitaining pertaining to legal compliance or audits of Company within ten (l0I 0) days of receiving Notice of any such failure to follow such directives; (g) Executive’s 's conviction of, or plea of nolo contendere to, a felony, a misdemeanor tnisdemeanor crime involving dishonesty, or any crime which Company reasonably determines could materially and adversely affects affect the reputation of Company or any of its Affiliates or Executive’s 's ability to perform perfonn the services required hereunder; (h) a willful or reckless violation of a material regulatory regulatmy requirement, or of any material written policy or procedure applicable to Company, that has or could have a material adverse impact on the tinancial financial interests or business reputation of Company or its Affiliates; (i) commission of an act of ti·m1dfraud, embezzlement, or misappropriation by Executive with respect to his relations with Company or any of its employees, customers, agents, or representatives; or (j) failure by Executive to adhere to the highest professional standard for an individual holding the same or comparable position in the metropolitan Phoenix, Arizona area.

Proper Cause. Company may terminate Executive’s 's employment under this Agreement for “"proper cause,” " without prior notice (except as otherwise specified in Sections 3.4(a) and 3.4(f), each requiring prior notice in accordance with Section 6. I 6.1 of this Agreement (“"Notice”")). In the event Executive’s 's employment is te1minated terminated for proper cause, Executive shall receive only his Base Salary and accrued benefits earned through the date of terminationoftennination. 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 A1ticle 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 financial 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 '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 Affiliates; (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 's duty of loyalty or other fiduciary duties to Company; ; (f) willful fail me failure of Executive to follow the reasonable directives of the Board of Directors peitaining pertaining to legal compliance or audits of Company within ten (l0I 0) days of receiving Notice of any such failure to follow such directives; (g) Executive’s 's conviction of, or plea of nolo contendere to, a felony, a misdemeanor crime involving dishonesty, or any crime which Company reasonably determines could materially and adversely affects affect the reputation of Company or any of its Affiliates or Executive’s 's ability to perform the services required hereunder; (h) a willful or reckless violation of a material regulatory requirement, or of any material written policy or procedure applicable to Company, that has or could have a material adverse impact on the tinancial financial interests or business reputation of Company or its AffiliatesAfliliates; (i) commission of an act of ti·m1dfraud, embezzlement, or misappropriation by Executive with respect to his relations with Company or any of its employees, customers, agents, or representatives; or (j) failure by Executive to adhere to the highest professional standard for an individual holding the same or comparable position in the metropolitan Phoenix, Arizona area.