Common use of Termination and Severance Pay Clause in Contracts

Termination and Severance Pay. (i) In the event the Executive Director's employment is involuntarily terminated by action of the Commission at any time before January 31, 2024 and if the Executive Director is willing and able to perform his duties under this Agreement, the Port shall pay the Executive Director any payments or benefits pursuant to Section 1 above which have been earned but have not been provided through the date of termination and a lump sum separation payment in the amount of nine (9) month's salary; provided, however, that if the Executive Director's employment is terminated for “Good Reason,” the Commission shall have only the obligation to provide payments or benefits pursuant to Section 1 above which have been earned but have not been provided through the date of termination. “Good reason” shall mean (i) the Executive Director’s willful and continued failure to substantially perform the duties and obligations under this Employment Agreement, other than because of disability, which failure, if curable within the discretion of the Commission, is not cured to the reasonable satisfaction of the Commission within thirty (30) days after receipt of written notice from the Commission of such failure; (ii) Executive Director’s failure or refusal to comply with reasonable written policies, standards and directives established by the Commission which failure or refusal, if curable, is not cured to the reasonable good faith satisfaction of the Commission within thirty (30) days after receipt of written notice of such failure or refusal from the Commission; (iii) any act of “gross misconduct” which shall mean conduct by the Executive Director amounting to criminal conduct, fraud, dishonesty, malfeasance, or conduct by the Executive Director that demonstrates a flagrant and wanton disregard of and for the rights, title or interest of the Port or the Executive Director's fellow employees; (iv) the Executive Director’s violation of a federal or state law or regulation applicable to the Port’s operations, which violation was or is reasonably likely to be materially injurious to the Port; (v) the Executive Director’s conviction of, or a plea of nolo contendre or guilty to, a felony under the laws of the United States or any state; or (vi) the Executive Director’s material breach of the terms of this Agreement if such breach is not cured (if capable of cure) within thirty (30) days after receipt of written notice

Termination and Severance Pay. (i) A. In the event the Executive Director's employment that Manager is involuntarily terminated by action a majority vote of the Commission at any time before January 31, 2024 and if the Executive Director is Board while Manager continues to be willing and able to perform his duties under this the Agreement, the Port shall USD agrees to pay the Executive Director any Manager equal payments or benefits pursuant over an agreed upon period of time equal to Section 1 above which have been earned but have not been provided through the date of termination and a lump sum separation payment in the amount of Manager’s monthly salary multiplied by nine (9). Manager shall also be compensated for all accrued vacation time. The District agrees to continue medical, dental and vision benefits for six (6) month's salary; provided, however, that months. Such severance pay and benefits shall not be due or payable if the Executive Director's employment Manager is terminated for “Good Reason,” willful misconduct, dishonesty, or fraud in office; willing destruction, theft, misappropriation or misuse of District property; or after being convicted of a felony; or any action involving moral turpitude. However, if Manager is terminated by a majority vote of the Commission shall have only Board because of his commission of a felony, an act or action which constitutes moral turpitude for personal gain to him, is not in good standing due to acts which bring potential civil liability to the obligation District or is unwilling or unable to provide payments or benefits pursuant to Section 1 above which have been earned but have not been provided through the date of termination. “Good reason” shall mean (i) the Executive Director’s willful and continued failure to substantially adequately perform the duties of a General Manager, then in any of these events, USD shall have no obligation to pay the aggregate severance sum designated in this paragraph. It is specifically agreed that Manager serves at the pleasure of the Board as an at-will employee, subject to the termination and obligations under this Employment Agreementseverance provisions contained herein. B. Except for a termination involving the commission of any illegal act, other than or falling to remain in good standing as set forth in Section 3 A, above, the Manager may not be terminated by the USD within the three’ (3) months preceding or following a General Election where one or more Board seats are contested on the ballot of such election (the “election cool- off period”). C. In the event the District terminates Manager for cause, the District and the Manager agree that neither Party shall make any written or oral statements to members of the public or press concerning the Manager’s termination which are not factual, or which are of a slanderous nature. D. If Manager is permanently disabled or is otherwise unable to perform his duties because of disabilitysickness, which failureaccident, if curable within the discretion of the Commission, is not cured to the reasonable satisfaction of the Commission within thirty (30) days after receipt of written notice from the Commission of such failure; (ii) Executive Director’s failure or refusal to comply with reasonable written policies, standards and directives established by the Commission which failure or refusal, if curable, is not cured to the reasonable good faith satisfaction of the Commission within thirty (30) days after receipt of written notice of such failure or refusal from the Commission; (iii) any act of “gross misconduct” which shall mean conduct by the Executive Director amounting to criminal conduct, fraud, dishonesty, malfeasanceinjury, or conduct mental incapacity for a period in excess of 6 months, the District shall have the option to terminate this agreement without further payment of compensation and benefits (except as required by the Executive Director that demonstrates a flagrant and wanton disregard of and for the rights, title State or interest of the Port or the Executive Director's fellow employees; (iv) the Executive Director’s violation of a federal or state law or regulation applicable to the Port’s operations, which violation was or is reasonably likely to be materially injurious to the Port; (v) the Executive Director’s conviction of, or a plea of nolo contendre or guilty to, a felony under the laws of the United States or any state; or (vi) the Executive Director’s material breach of the terms of this Agreement if such breach is not cured (if capable of cure) within thirty (30) days after receipt of written noticeFederal Law). Disability will preclude severance benefits.

Termination and Severance Pay. (i) a. In the event LETA’s Board of Directors terminates Employee during the Executive Director's employment is involuntarily terminated by action term of the Commission at any time before January 31, 2024 and if the Executive Director is willing and able to perform his duties under this Agreement, and provided that at the Port shall pay the Executive Director any payments or benefits pursuant time of such termination Employee is willing, able, and qualified to Section 1 above which have been earned but have not been provided through the date of termination and a lump sum separation payment in the amount of nine (9) month's salary; provided, however, that if the Executive Director's employment is terminated for “Good Reason,” the Commission shall have only the obligation to provide payments or benefits pursuant to Section 1 above which have been earned but have not been provided through the date of termination. “Good reason” shall mean (i) the Executive Director’s willful and continued failure to substantially perform the duties of Chief Executive Officer, XXXX agrees to pay to Employee a lump- sum payment equal to six (6) months of aggregate salary and obligations under accrued leave balances. For purposes of this Employment Agreementsection, other than because termination shall be defined as the occurrence of disabilityany of the following: (1) The majority of LETA’s Board of Directors votes to terminate employment without cause at a public meeting. Cause shall mean any one or more of the following events: a) willful misconduct, including, but not limited to, acts or omissions constituting dishonesty, breach of a fiduciary obligation, or misfeasance, which failurein each case, if curable within either is with regard to LETA or the discretion Employee’s duties, or is material and has or is likely to have a negative impact on LETA economically, reputational, or otherwise; b) the commission of, or indictment or conviction (or plea of the Commissionguilty or no contest) for, is not cured to the reasonable satisfaction of the Commission within thirty (30) days after receipt of written notice from the Commission of such failure; (ii) Executive Director’s failure any felony, or refusal to comply with reasonable written policies, standards and directives established by the Commission which failure or refusal, if curable, is not cured to the reasonable good faith satisfaction of the Commission within thirty (30) days after receipt of written notice of such failure or refusal from the Commission; (iii) any act of “gross misconduct” which shall mean conduct by the Executive Director amounting to criminal conduct, crime involving fraud, dishonesty, malfeasanceembezzlement, moral turpitude, or conduct theft; c) alcohol or prescription drug abuse materially affecting work performance, or the use of illegal drugs; d) a willful failure to perform Employee’s duties for LETA; or e) willful acts or omissions intentionally contrary to XXXX’s announced policies or practices. (2) LETA’s Board of Directors reduces the salary or other employment benefits of Employee without Employee’s consent. (3) Employee resigns following a formal or informal request by XXXX’s Board of Directors. b. In the Executive Director that demonstrates event Employee decides to resign her position voluntarily, she shall provide LETA’s Board of Directors with a flagrant and wanton disregard minimum of and for one hundred twenty (120) days' written notice in advance thereof. In the rightsevent of voluntary resignation, title or interest Employee shall not be entitled to any severance pay. c. Regardless of the Port or nature of Employee’s departure from employment, she shall be entitled to receive payment for accrued leave and other applicable benefits in accordance with the Executive Director's fellow employees; (iv) the Executive Director’s violation of a federal or state law or regulation applicable to the Port’s operations, which violation was or is reasonably likely to be materially injurious to the Port; (v) the Executive Director’s conviction of, or a plea of nolo contendre or guilty to, a felony under the laws provisions of the United States or any state; or (vi) benefit package afforded to Employee by LETA at the Executive Director’s material breach time of the terms of this Agreement if such breach is not cured (if capable of cure) within thirty (30) days after receipt of written noticeseparation.

Termination and Severance Pay. (i) A. In the event the Executive Director's employment that Manager is involuntarily terminated by action a majority vote of the Commission at any time before January 31, 2024 and if the Executive Director is Board while Manager continues to be willing and able to perform his duties under this the Agreement, the Port shall USD agrees to pay the Executive Director any Manager equal payments or benefits pursuant over an agreed upon period of time equal to Section 1 above which have been earned but have not been provided through the date of termination and a lump sum separation payment in the amount of Manager’s monthly salary multiplied by nine (9). Manager shall also be compensated for all accrued vacation time. The District agrees to continue medical, dental and vision benefits for six (6) month's salary; provided, however, that months. Such severance pay and benefits shall not be due or payable if the Executive Director's employment Manager is terminated for “Good Reason,” willful misconduct, dishonesty, or fraud in office; willing destruction, theft, misappropriation or misuse of District property; or after being convicted of a felony; or any action involving moral turpitude. However, if Manager is terminated by a majority vote of the Commission shall have only Board because of his commission of a felony, an act or action which constitutes moral turpitude for personal gain to him, is not in good standing due to acts which bring potential civil liability to the obligation District or is unwilling or unable to provide payments or benefits pursuant to Section 1 above which have been earned but have not been provided through the date of termination. “Good reason” shall mean (i) the Executive Director’s willful and continued failure to substantially adequately perform the duties of a General Manager, then in any of these events, USD shall have no obligation to pay the aggregate severance sum designated in this paragraph. It is specifically agreed that Manager serves at the pleasure of the Board as an at‐will employee, subject to the termination and obligations under this Employment Agreementseverance provisions contained herein. B. Except for a termination involving the commission of any illegal act, other than or falling to remain in good standing as set forth in Section 3 A, above, the Manager may not be terminated by the USD within the three’ (3) months preceding or following a General Election where one or more Board seats are contested on the ballot of such election (the “election cool‐ off period”). C. In the event the District terminates Manager for cause, the District and the Manager agree that neither Party shall make any written or oral statements to members of the public or press concerning the Manager’s termination which are not factual, or which are of a slanderous nature. D. If Manager is permanently disabled or is otherwise unable to perform his duties because of disabilitysickness, which failureaccident, if curable within the discretion of the Commission, is not cured to the reasonable satisfaction of the Commission within thirty (30) days after receipt of written notice from the Commission of such failure; (ii) Executive Director’s failure or refusal to comply with reasonable written policies, standards and directives established by the Commission which failure or refusal, if curable, is not cured to the reasonable good faith satisfaction of the Commission within thirty (30) days after receipt of written notice of such failure or refusal from the Commission; (iii) any act of “gross misconduct” which shall mean conduct by the Executive Director amounting to criminal conduct, fraud, dishonesty, malfeasanceinjury, or conduct mental incapacity for a period in excess of 6 months, the District shall have the option to terminate this agreement without further payment of compensation and benefits (except as required by the Executive Director that demonstrates a flagrant and wanton disregard of and for the rights, title State or interest of the Port or the Executive Director's fellow employees; (iv) the Executive Director’s violation of a federal or state law or regulation applicable to the Port’s operations, which violation was or is reasonably likely to be materially injurious to the Port; (v) the Executive Director’s conviction of, or a plea of nolo contendre or guilty to, a felony under the laws of the United States or any state; or (vi) the Executive Director’s material breach of the terms of this Agreement if such breach is not cured (if capable of cure) within thirty (30) days after receipt of written noticeFederal Law). Disability will preclude severance benefits.

Termination and Severance Pay. (ia) Xxx Engineer is terminable at the will of the Board and Xxx Engineer agrees that his employment can be terminated without cause and without recourse. a. In the event the Executive Director's employment Xxx Engineer is involuntarily terminated by action the Board, or is requested to resign his employment at a time when he is willing to perform the duties of Public Works Director/County Engineer, the Board agrees to pay Xxx Engineer a lump sum payment equal to: i. twelve (12) months aggregate salary, plus ii. one month of salary for each year of completed service (to a maximum of twelve years) as a department head, plus iii. any unused annual, sick, or other leave to which Xxx Engineer would be entitled under Freedom County policy. Alternatively, by mutual agreement of the Commission Board and Xxx Engineer severance payment may be payable in at least six, but not more than twenty­ four equal monthly installments. The term "aggregate salary" shall be based on current annual salary, and shall include any amount contributed monthly by the County to Xxx Engineer's VEBA account. (b) The Board may terminate this Agreement immediately at the sole discretion of the Board upon the occurrence of any of the following events: Xxx Engineer willfully and continuously fails or refuses to comply with the policies, standards and regulations of Freedom County as are established periodically; Xxx Engineer commits fraud, dishonesty, misappropriation of funds, embezzlement, or other crime or act of misconduct in rendering services on behalf of the County; Xxx Engineer fails or refuses to perform faithfully and diligently any of the duties of the position as set forth in the job description, and as assigned periodically and reasonably. In the event such termination the Board shall have no obligation to pay any severance sum designated in this section. (c) If at any time before January 31, 2024 and during the term of this Agreement the Board: reduces the salary or other financial benefits of Xxx Engineer in a greater percentage than is applied across the board for all Freedom County non­bargaining employees; or if the Executive Director is willing and able Board refuse to perform his duties under comply with any provisions of this Agreement; or if Xxx Engineer resigns following the request of the Board that he resign, the Port shall pay the Executive Director any payments or benefits pursuant to Section 1 above which have been earned but have not been provided through then Xxx Engineer may, at his option, be deemed "terminated" at the date of termination such compensation reduction or such refusal by the Board to comply with any provisions of this Agreement. An across the board salary reduction for Freedom County non-bargaining employees due to budgetary restrictions or other reasons, equally applied to Xxx Engineer, shall not constitute a violation of this Agreement and, in such circumstances, Xxx Engineer shall not be deemed "terminated" for the purposes of this section. (d) If Xxx Engineer voluntarily resigns from his employment, Xxx Engineer shall not receive any severance compensation, and a lump sum separation payment in the amount of nine (9) month's salary; providedshall only receive those benefits normally accorded to Freedom County non-bargaining employees who voluntarily resign. If Xxx Engineer voluntarily resigns, however, that if the Executive Director's employment is terminated for “Good Reason,” the Commission shall have only the obligation he agrees to provide payments or benefits pursuant to Section 1 above which have been earned but have not been provided through the date of termination. “Good reason” shall mean (i) the Executive Director’s willful and continued failure to substantially perform the duties and obligations under this Employment Agreement, other than because of disability, which failure, if curable within the discretion of the Commission, is not cured to the reasonable satisfaction of the Commission within give thirty (30) days after written notice to the Chair of the Board. (e) Upon receipt of written notice severance pay under Section 4 above, Xxx Engineer agrees to sign a waiver and release of liability releasing and discharging Freedom County and the Board from the Commission any and all claims or suits of such failure; (ii) Executive Director’s failure or refusal any nature alleged to comply with reasonable written policies, standards and directives established have been sustained by the Commission which failure or refusal, if curable, is not cured to the reasonable good faith satisfaction of the Commission within thirty (30) days after receipt of written notice of such failure or refusal from the Commission; (iii) any act of “gross misconduct” which shall mean conduct by the Executive Director amounting to criminal conduct, fraud, dishonesty, malfeasance, or conduct by the Executive Director that demonstrates Xxx Engineer as a flagrant and wanton disregard result of and for during the rightscourse of employment with Freedom County and the termination thereof. In lieu of receiving severance pay under Section 4 above, title or interest Xxx Engineer may elect not to execute the waiver of the Port or the Executive Director's fellow employees; (iv) the Executive Director’s violation of a federal or state law or regulation applicable to the Port’s operations, which violation was or is reasonably likely to be materially injurious to the Port; (v) the Executive Director’s conviction of, or a plea of nolo contendre or guilty to, a felony under the laws of the United States or any state; or (vi) the Executive Director’s material breach of the terms of this Agreement if such breach is not cured (if capable of cure) within thirty (30) days after receipt of written noticeliability.

Termination and Severance Pay. (i) A. The Secretary serves at the pleasure of the Council, and the Secretary’s employment may be terminated by the Council at any time for any reason. B. In the event the Executive Director's employment Secretary is involuntarily terminated by action of the Commission at any time before January 31, 2024 Council and if the Executive Director Secretary is then willing and able to perform his all the duties of the City Secretary under this Agreement, then, in that event, the Port shall City agrees to pay the Executive Director Secretary twelve (12) months full salary and three (3) months Health Insurance, payable in monthly installments at the same time as employees of the City are paid. Additionally, City agrees to pay Secretary the value of all accrued leave accrued by, or credited to, the Secretary prior to the termination as follows: Secretary shall be compensated for ninety percent (90%) of all accrued vacation leave and for one hundred percent (100%) of up to five hundred (500) hours of accrued sick leave. Secretary will be entitled to any payments other benefits (excluding accrued leave) on the same basis as any other employee of the City. C. The City will not be obligated to pay the payment set forth in paragraph B of this section if: 1. Secretary is terminated for willful breach, disregard, or benefits pursuant habitual neglect of duties or failure to Section 1 above which follow directions of the Council that have been earned but formally communicated to Secretary. As used in this paragraph, the terms "disregard or habitual neglect of duties" shall mean regular neglect of, disregard of, ignoring of or overlooking of duties of the job for which the Secretary is hired. As used in this paragraph, the term "willful breach" shall mean the intentional doing of some act with the knowledge that it is contrary to or in violation of formally communicated directions of the Council, save and except for directions, which the Secretary reasonably believes would require him to violate a law, ordinance or regulation from a governmental body or agency; 2. Secretary is terminated for misconduct involving an act of moral turpitude or of illegality. As used in this paragraph the term "moral turpitude" shall mean an act of baseness, vileness or depravity in the private and social duties which a person owes to another person in society and contrary to accepted and customary actions; and as used in this paragraph, the term "illegality" shall mean any action by Secretary in violation of any criminal statute, law, charter, regulation or ordinance of any governmental body or agency, save and except for class “C” misdemeanors under Texas State law; or 3. Secretary voluntary resigns the position of City Secretary. D. A determination under paragraph C of this section that the City is not obligated to pay Secretary the severance amount shall require a majority vote of the Council, after an E. In the event the Council, during the term of this Agreement, reduces the authority of the Secretary, or reduces the salary or other financial benefits of Secretary in a greater percentage than an applicable across-the-board reduction for all employees of the City, or in the event the City refuses, following written notice, to comply with any other provision benefiting the Secretary herein, or the Secretary resigns following a suggestion, whether formal or informal, by the Council that the Secretary resign, then in that event, the Secretary may, at the Secretary’s option, be deemed to have not been provided through terminated as of the date of termination such reduction, or as of the date the Secretary resigns at the Council’s suggestion; provided that, notice having first been given, the suspension of the Secretary with pay pending the investigation and resolution of any charges against the Secretary described in paragraph C. of this section shall not constitute a lump sum separation payment termination, or a reduction under this section. The Council shall be deemed to have suggested the resignation of the Secretary at any time when a majority of the members of the Council shall at a Council meeting, or in writing, suggest that the amount Secretary resign. F. If the Secretary terminates this Agreement by voluntary resignation of nine the position of City Secretary, the Secretary shall give forty-five (945) month's salarydays’ notice in advance unless the Council agrees otherwise; providedunless, however, that if the Executive Director's employment is terminated Secretary shall retire, and in such case, Secretary shall give ninety (90) days’ notice in advance unless the Council agrees otherwise. In the event of resignation, Secretary will be entitled to compensation for “Good Reason,” accrued leave as follows: Secretary shall be compensated for one hundred percent (100%) of up to four hundred (400) hours of accrued vacation leave and for one hundred percent (100%) of up to seven hundred twenty (720) hours of accrued sick leave. Secretary will be entitled to any other benefits (excluding accrued leave) on the Commission shall have only the obligation to provide payments or benefits pursuant to Section 1 above which have been earned but have not been provided through the date of termination. “Good reason” shall mean (i) the Executive Director’s willful and continued failure to substantially perform the duties and obligations under this Employment Agreement, same basis as any other than because of disability, which failure, if curable within the discretion employee of the Commission, is not cured to the reasonable satisfaction of the Commission within thirty (30) days after receipt of written notice from the Commission of such failure; (ii) Executive Director’s failure or refusal to comply with reasonable written policies, standards and directives established by the Commission which failure or refusal, if curable, is not cured to the reasonable good faith satisfaction of the Commission within thirty (30) days after receipt of written notice of such failure or refusal from the Commission; (iii) any act of “gross misconduct” which shall mean conduct by the Executive Director amounting to criminal conduct, fraud, dishonesty, malfeasance, or conduct by the Executive Director that demonstrates a flagrant and wanton disregard of and for the rights, title or interest of the Port or the Executive Director's fellow employees; (iv) the Executive Director’s violation of a federal or state law or regulation applicable to the Port’s operations, which violation was or is reasonably likely to be materially injurious to the Port; (v) the Executive Director’s conviction of, or a plea of nolo contendre or guilty to, a felony under the laws of the United States or any state; or (vi) the Executive Director’s material breach of the terms of this Agreement if such breach is not cured (if capable of cure) within thirty (30) days after receipt of written noticeCity.

Termination and Severance Pay. (i) In A. This Agreement shall terminate upon the event the Executive Director's employment is involuntarily terminated by action occurrence of any of the Commission at any time before January 31, 2024 and if the Executive Director is willing and able to perform his duties under this Agreement, the Port shall pay the Executive Director any payments or benefits pursuant to Section 1 above which have been earned but have not been provided through the date of termination and a lump sum separation payment in the amount of nine (9) month's salary; provided, however, that if the Executive Director's employment is terminated for “Good Reason,” the Commission shall have only the obligation to provide payments or benefits pursuant to Section 1 above which have been earned but have not been provided through the date of terminationfollowing events: 1. “Good reason” shall mean (i) the Executive Director’s willful and continued failure to substantially perform the duties and obligations under this Employment Agreement, other than because of disability, which failure, if curable within the discretion of the Commission, is not cured to the reasonable satisfaction of the Commission within Upon thirty (30) days after receipt days’ notice given to CITY by EMPLOYEE; or 2. Upon the death of EMPLOYEE; or 3. Upon the permanent disability or inability of the EMPLOYEE to perform the essential duties of his position; or 4. Upon the effective date of retirement from CITY service pursuant to PERS; or 5. Upon decision of the City Manager of CITY to terminate EMPLOYEE, with cause. B. In the event EMPLOYEE is terminated without cause, at any time during the term of this Agreement, CITY agrees to pay to EMPLOYEE a lump sum cash severance payment equal to the total of EMPLOYEE'S vacation and such other accruals, including sick leave, as he may be entitled to, and the then current salary (including benefits) that he would have been entitled to receive for six (6) months under the terms of this Agreement. The EMPLOYEE can choose to have the allowable number of sick leave hours turned into service credits with PERS if they retire, and to receive the remaining accruals in the severance payment. C. CITY reserves the right to terminate this Agreement without liability for any severance pay whatsoever, when such termination is made for cause. "Termination for Cause" shall include: 1. Willful breach of this Agreement pursuant to Labor Code Section 2924 as that code section has been interpreted. 2. Habitual neglect of the duties required to be performed as Police Chief pursuant to Labor Code Section 2924 as that code section has been interpreted. 3. Any acts of dishonesty, fraud, or other acts of moral turpitude. 4. Conviction of any act which would constitute a crime, whether misdemeanor or felony, and which would bring disrespect to the Office of Police Chief or CITY. 5. Willful violations of CITY policies of a serious nature, including for example, CITY'S sexual harassment or drugs-in-the-work-place policies. D. Pursuant to Eureka Municipal Code, should EMPLOYEE be terminated or suspended for cause, EMPLOYEE shall have a written notice of the cause of his removal or suspension from duty, and he shall have the Commission opportunity to be heard on the cause of his removal or suspension before a public hearing of the City Council. E. In the event CITY at any time during the employment term reduces the salary or other financial benefits of EMPLOYEE in a greater percentage than an applicable across the board reduction for management, mid-management, professional and confidential employees, or in the event the City refuses, following written notice, to comply with any other provision benefiting EMPLOYEE herein, then, in that event EMPLOYEE may at his option, be deemed to be "terminated without cause" at the date of such failure; (ii) Executive Director’s failure reduction or such refusal to comply with reasonable written policies, standards and directives established by the Commission which failure meaning or refusal, if curable, is not cured to the reasonable good faith satisfaction context of the Commission within thirty (30) days after receipt of written notice of such failure or refusal from the Commission; (iii) any act of “gross misconduct” which shall mean conduct by the Executive Director amounting to criminal conduct, fraud, dishonesty, malfeasance, or conduct by the Executive Director that demonstrates a flagrant and wanton disregard of and for the rights, title or interest of the Port or the Executive Director's fellow employees; (iv) the Executive Director’s violation of a federal or state law or regulation applicable to the Port’s operations, which violation was or is reasonably likely to be materially injurious to the Port; (v) the Executive Director’s conviction of, or a plea of nolo contendre or guilty to, a felony under the laws of the United States or any state; or (vi) the Executive Director’s material breach of the terms of this Agreement if such breach is not cured (if capable of cure) within thirty (30) days after receipt of written noticeherein severance pay provision.