Common use of Proper Cause Clause in Contracts

Proper Cause. Company may tenninate Executive's employment under this Agreement for "proper cause," without prior notice (except as othetwise specified in Sections 3.4(a) and 3.4(f), each requiring prior notice in accordance with Section 6.1 of this Agreement ("Notice")). In the event Executive's employment is tem1inated for proper cause, Executive shall receive only his Base Salary and accmed benefits earned tlu-ough the date oftennination. 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 thitty (30) days after receiving Notice of such breach specifically citing this Section 3.4(a); provided, however, that Company may tenninate this Agreement immediately, without providing a cure period, in the event that Executive breaches any provision of 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 mean any entity that is controlled by Company, or is under corrunon control with Company); (c) negligent or willful misconduct in the perfmmance 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 failure of Executive to follow the reasonable directives of the Board of Directors pertaining to legal compliance or audits of Company within ten (I 0) 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 tnisdemeanor crime involving dishonesty, or any crime which Company reasonably determines could materially and adversely affect the reputation of Company or any of its Affiliates or Executive's ability to perfonn the services required hereunder; (h) a willful or reckless violation of a material regulatmy requirement, or of any material written policy or procedure applicable to Company, that has or could have a material adverse impact on the financial interests or business reputation of Company or its Affiliates; (i) commission of an act of fraud, 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 The Manager may tenninate terminate the Executive's employment under this Agreement for "proper cause," without prior notice (except as othetwise otherwise specified in Sections 3.4(aections 3.2(c)(i) and 3.4(f3.2(c)(v), each requiring prior notice in accordance with Section 6.1 of this Agreement ("Notice")). In the event Executive's employment is tem1inated for proper cause, Executive shall receive only his Base Salary and accmed benefits earned tlu-ough the date oftennination. As used in this Agreement, "proper cause" shall be: (ai) any breach by the Executive of any material provision of this Agreement which breach is not remedied within thitty thirty (30) days after receiving Notice of such breach specifically citing this Section 3.4(a3.2(c)(i); . provided, . however, that Company the Manager may tenninate terminate this Agreement immediately, without providing a cure period, in the event that the Executive breaches any provision of Atticle Article 4; (bii) an act of dishonesty by the Executive if such act has or could or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI. would reasonably be expected to have a material adverse impact on the financial interests or business reputation of Company CODI, the Manager or its Affiliates (where "Affiliates"shall mean any entity that is controlled by Company, or is under corrunon control with Company)Affiliates; (ciii) negligent gross negligence or willful misconduct in the perfmmance performance of the Executive's duties hereunder if such gross negligence or willful misconduct has or could have or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI, would reasonably be expected to have, a material impact on the financial interest or business reputation of Company CODI, the Manager 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; (eiv) breach of the Executive's duty of loyalty or other fiduciary duties to Company; CODI, the Manager or its Affiliates; (fv) willful failure of the Executive to follow the reasonable directives of the Managing Member or the Board of Directors of CODI pertaining to legal compliance or audits of Company CODI, the Manager or its Affiliates within ten (I 010) days of receiving Notice of any such failure to follow such directives; (gvi) the Executive's conviction of, or plea of nolo contendere to, a felony, a tnisdemeanor crime involving dishonesty, or any crime which Company the Manager and/or the Board of Directors of CODI reasonably determines could materially and adversely affects or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI, would reasonably be expected to materially and adversely affect the reputation of Company CODI, the Manager or any of its Affiliates or the Executive's ability to perfonn perform the services required hereunder; (hvii) a willful or reckless violation of a material regulatmy regulatory requirement, or of any material written policy or procedure applicable to CompanyCODI, the Manager or its Affiliates, that has or could a material adverse impact or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI, would reasonably be expected to have a material adverse impact on the financial interests or business reputation of Company CODI, the Manager or its Affiliates;; or (iviii) commission of an act of fraud, embezzlement, or misappropriation material misappropriation, by the Executive with respect to his relations with Company CODI, the Manager or its Affiliates, or any of its their respective 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 tenninate terminate Executive's employment under this Agreement for "proper cause," without prior notice (except as othetwise otherwise specified in Sections 3.4(a) and 3.4(f), each requiring prior notice in accordance with Section 6.1 of this Agreement ("Notice")). In the event Executive's employment is tem1inated terminated for proper cause, Executive shall receive only his her Base Salary and accmed accrued benefits earned tlu-ough through the date oftenninationof 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 thitty thirty (30) days after receiving Notice of such breach specifically citing this Section 3.4(a); provided, however, that Company may tenninate this terminate flus Agreement immediately, without providing a cure period, in the event that Executive breaches any provision of Atticle 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 corrunon common control with Company); (c) negligent or willful misconduct in the perfmmance 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 ExecutiveofExecutive's duty of loyalty ofloyalty or other fiduciary duties to Company; ; (f) willful failure of Executive to follow the reasonable directives of the Board of Directors pertaining pertairung to legal compliance or audits of Company within ten (I 010) 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 tnisdemeanor misdemeanor crime involving dishonesty, or any crime which Company reasonably determines could materially and adversely affect the reputation of Company or any of its Affiliates or Executive's ability to perfonn the services required hereunder; (h) a willful or reckless violation of a material regulatmy regulatory requirement, or of any material written policy or procedure applicable to Company, that has or could have a material adverse impact on the financial interests or business reputation of Company or its Affiliates; (i) commission of an act of fraud, 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 tenninate terminate Executive's employment under this Agreement for "proper cause," without prior notice (except as othetwise otherwise specified in Sections 3.4(a) and 3.4(f3.4(1), each requiring prior notice in accordance with Section 6.1 of this Agreement ("Notice")). In the event Executive's employment is tem1inated terminated for proper cause, Executive shall receive only his Base Salary and accmed accrued benefits earned tlu-ough through the date oftenninationof 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 thitty thirty (30) days after receiving Notice of such breach specifically citing this Section 3.4(a); provided, however, that Company may tenninate terminate this Agreement immediately, without providing a cure period, in the event that Executive breaches any provision of Atticle 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 Affiliates" shall mean any entity that is controlled by Company, or is under corrunon common control with Company); (c) negligent or willful misconduct in the perfmmance 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 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 duty of loyalty or other fiduciary 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 (I 010) 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 tnisdemeanor crime involving dishonesty, or any crime which Company reasonably determines could materially and adversely affect the reputation of Company or any of its Affiliates or Executive's ability to perfonn the services required hereunder; (h) a willful or reckless violation of a material regulatmy requirement, or of any material written policy or procedure applicable to Company, that has or could have a material adverse impact on the financial interests or business reputation of Company or its Affiliates; (i) commission of an act of fraud, 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 tenninate terminate Executive's ’s employment under this Agreement for "“proper cause," ” without prior notice (except as othetwise otherwise specified in Sections 3.4(a) and 3.4(f), each requiring prior notice in accordance with Section 6.1 6. I of this Agreement ("“Notice"”)). In the event Executive's ’s employment is tem1inated te1minated for proper cause, Executive shall receive only his Base Salary and accmed accrued benefits earned tlu-ough through the date oftenninationof 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 thitty thirty (30) days after receiving Notice of such breach specifically citing this Section 3.4(a); provided, however, that Company may tenninate terminate this Agreement immediately, without providing a cure period, in the event that Executive breaches any provision of Atticle 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 “Affiliates” shall mean any entity that is controlled by Company, or is under corrunon common control with Company); (c) negligent or willful misconduct in the perfmmance 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 failure fail me of Executive to follow the reasonable directives of the Board of Directors pertaining peitaining to legal compliance or audits of Company within ten (I 0l0) 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 tnisdemeanor misdemeanor crime involving dishonesty, or any crime which Company reasonably determines could materially and adversely affect affects the reputation of Company or any of its Affiliates or Executive's ’s ability to perfonn perform the services required hereunder; (h) a willful or reckless violation of a material regulatmy regulatory requirement, or of any material written policy or procedure applicable to Company, that has or could have a material adverse impact on the financial tinancial interests or business reputation of Company or its Affiliates; (i) commission of an act of fraudti·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 tenninate terminate Executive's employment under this Agreement for "proper cause," without prior notice (except as othetwise otherwise specified in Sections 3.4(a) and 3.4(f), each requiring prior notice in accordance with Section 6.1 of this Agreement ("Notice")). In the event Executive's employment is tem1inated terminated for proper cause, Executive shall receive only his Base Salary and accmed accrued benefits earned tlu-ough through the date oftenninationof 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 thitty thirty (30) days after receiving Notice of such breach specifically citing this Section 3.4(a); provided, however, that Company may tenninate terminate this Agreement immediately, without providing a cure period, in the event that Executive breaches any provision of Atticle 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 Ot' is under corrunon common control with Company); (c) negligent or willful misconduct in the perfmmance 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 failure of Executive to follow the reasonable directives of the Board of Directors pertaining to legal compliance or audits of Company within ten (I 0) 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 tnisdemeanor misdemeanor crime involving dishonesty, or any crime which Company reasonably determines could materially and adversely affect the reputation of Company or any of its Affiliates or Executive's ability to perfonn perform the services required hereunder; (h) a willful or reckless violation of a material regulatmy regulatory requirement, or of any material written policy or procedure applicable to Company, that has or could have a material adverse impact on the financial interests or business reputation of Company or its Affiliates; (i) commission of an act of fraud, 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. The Company may tenninate terminate the Executive's ’s employment under this Agreement for "“proper cause," ” without prior notice (except as othetwise otherwise specified in Sections 3.4(a) and 3.4(f3.4(d), each requiring prior notice in accordance with Section 6.1 of this Agreement ("“Notice"”)). In the event Executive's employment is tem1inated for proper cause, Executive shall receive only his Base Salary and accmed benefits earned tlu-ough the date oftennination. 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 thitty thirty (30) days after receiving Notice of such breach specifically citing this Section 3.4(a); , provided, however, that the Company may tenninate terminate this Agreement immediately, without providing a cure period, in the event that the Executive breaches any provision of Atticle 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 or could reasonably be expected to have a material adverse impact on the financial interests or business reputation of the Company or its Affiliates (where "Affiliates"shall mean any entity that is controlled by Company, or is under corrunon control with Company)Affiliates; (c) negligent material failure to perform (other than by reason of disability), or gross negligence or willful misconduct in the perfmmance of performance of, the 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 the Company or its Affiliates; (d) conduct that is intended to, breach of the Executive’s duty of loyalty or is reasonably likely to, be deleterious other fiduciary duties 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 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 (I 010) days of receiving Notice of any such failure to follow such directives; (gf) the Executive's ’s conviction of, or plea of nolo contendere to, a felony, a tnisdemeanor crime involving dishonesty, or any crime which the Company reasonably determines could materially and adversely affect affects the reputation of the Company or any of its Affiliates or the Executive's ’s ability to perfonn perform the services required hereunder; (hg) a willful or reckless violation of a material regulatmy regulatory requirement, or of any material written policy or procedure applicable to Companythe Company or its Affiliates, that has or could have a material adverse impact on the financial interests or business reputation of the Company or its Affiliates;; or (ih) commission of an act of fraud, embezzlement, or misappropriation by the Executive with respect to his relations with the Company or any of its their respective 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 tenninate terminate Executive's employment under this Agreement for "proper cause," without prior notice (except as othetwise otherwise specified in Sections 3.4(a) and 3.4(f), each requiring prior notice in accordance with Section 6.1 of this Agreement ("Notice")). In the event Executive's employment is tem1inated terminated for proper cause, Executive shall receive only his Base Salary and accmed accrued benefits earned tlu-ough through the date oftennination. 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 thitty thirty (30) days after receiving Notice of such breach specifically citing this Section 3.4(a); provided, however, that Company may tenninate terminate this Agreement immediately, without providing a cure period, in the event that Executive breaches any provision of Atticle 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 Affiliates" shall mean any entity that is controlled by Company, or is under corrunon common control with Company); (c) negligent or willful misconduct in the perfmmance 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 failure of Executive to follow the reasonable directives of the Board of Directors pertaining to legal compliance or audits of Company within ten (I 0) 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 tnisdemeanor misdemeanor crime involving dishonesty, or any crime which Company reasonably determines could materially and adversely affect the reputation of Company or any of its Affiliates or Executive's ability to perfonn perform the services required hereunder; (h) a willful or reckless violation of a material regulatmy regulatory requirement, or of any material written policy or procedure applicable to Company, that has or could have a material adverse impact on the financial interests or business reputation of Company or its AffiliatesAfliliates; (i) commission of an act of fraud, 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 tenninate Executive's employment under this Agreement for "proper cause," without prior notice (except as othetwise otherwise specified in Sections 3.4(a) and 3.4(f), each requiring prior notice in accordance with Section 6.1 of this Agreement ("Notice")). In the event Executive's employment is tem1inated terminated for proper cause, Executive shall receive only his Base Salary and accmed accrued benefits earned tlu-ough through the date oftenninationof 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 thitty thirty (30) days after receiving Notice of such breach specifically citing this Section 3.4(a); provided, however, that Company may tenninate terminate this Agreement immediately, without providing a cure period, in the event that Executive breaches any provision of Atticle 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 corrunon common control with Company); (c) negligent or willful misconduct in the perfmmance 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 failure of Executive to follow the reasonable directives of the Board of Directors pertaining to legal compliance or audits of Company within ten (I 1 0) 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 tnisdemeanor misdemeanor crime involving dishonesty, or any crime which Company reasonably determines could materially and adversely affect the reputation of Company or any of its Affiliates or Executive's ability to perfonn perform the services required hereunder; (h) a willful or reckless violation of a material regulatmy regulatory requirement, or of any material written policy or procedure applicable to Company, that has or could have a material adverse impact on the financial interests or business reputation of Company or its Affiliates; (i) commission of an act of fraud, 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.