Severance Benefits Upon Termination With Cause Sample Clauses

Severance Benefits Upon Termination With Cause. Employee shall be deemed to have been terminated with Cause in the event that the employment of Employee is terminated for any of the following reasons other than under circumstances described in Section 6 below: (a) failure (other than failure due to disability) to substantially perform his or her duties with Employer or an affiliate thereof; which failure remains uncured after written notice thereof and the expiration of a reasonable period of time thereafter in which Employee is diligently pursuing cure (“Failure to Perform”); (b) willful conduct which is demonstrably and materially injurious to Employer or an affiliate thereof, monetarily or otherwise; (c) breach of fiduciary duty involving personal profit; or (d) willful violation in the course of performing his or her duties for Employer of any law, rule or regulation (other than traffic violations or misdemeanor offenses). No act or failure to act shall be considered willful unless done or omitted to be done in bad faith and without reasonable belief that the action or omission was in the best interest of Employer.

Severance Benefits Upon Termination With Cause. Employee shall be ---------------------------------------------- deemed to have been terminated with Cause in the event that the employment of Employee is terminated for any of the following reasons: (a) willful and continual failure to use reasonable best efforts (other than failure due to disability or Employee's termination of his employment with Employer under Section 3(b) hereof) to substantially perform his duties with Employer after demand for substantial performance is delivered by Employer in writing specifically identifying the manner in which Employer believes Employee has not used reasonable best efforts to substantially perform his duties and after expiration of a reasonable time for Employee to pursue diligently a cure to such demand; (b) willful misconduct which is demonstrably and materially injurious to Employer or an affiliate thereof, monetarily or otherwise; or (c) conviction of, or plea of guilty or nolo contendere to, a felony provided, however, that no termination of Employee under clause (a) or (b) shall occur until (x) there shall have been delivered to Employee a copy of the written resolution adopted by two third's of the Board in good faith at a duly called meeting thereof setting forth that Employee was guilty of the conduct set forth in any such clause and specifying the particulars thereof in detail and (y) Employee shall have been provided an opportunity to be heard by the Board at such meeting with 45 days' advance written notice thereof, and; provided, further, that no act or failure to act shall be considered willful unless done or omitted to be done in bad faith and without reasonable belief that the action or omission was in the best interests of Employer and no failure to perform by Employee after a notice of termination hereunder is given by Employer shall constitute "Cause" for purposes of this definition. Employee shall be entitled to the assistance of his counsel (at the expense of Employer) in contesting or otherwise disputing any allegation or finding of such conduct in any Board meeting or any subsequent judicial or other proceeding instigated by Employee, Employer, or any third party. Under no circumstances shall Employee be obligated to pay or reimburse the Trust for any attorneys' fees, costs or expenses incurred by Employer.