Termination by the Company for Due Cause Sample Clauses

Termination by the Company for Due Cause. Nothing herein shall prevent the Company from terminating the Executive’s employment at any time for “Due Cause” (as hereinafter defined). The Executive shall continue to receive the Base Salary provided for in this Agreement only through the period ending with the date of such termination. Any rights and benefits the Executive may have under employee benefit plans and programs of the Company shall be determined in accordance with the terms of such plans and programs. Except as provided in the two immediately preceding sentences, after termination of employment for Due Cause, the Executive shall not be entitled to any compensation or benefits from the Company or hereunder.
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Termination by the Company for Due Cause. Nothing herein shall prevent the Company from terminating the employment of the Employee for Due Cause. The Employee shall be entitled to salary and bonus accrued and due through the period ending on the date of his termination, the bonus, if any, earned but not paid for the fiscal year ending prior to his termination and any other rights and benefits he may have under the employee benefit plans and programs of the Company, generally, shall be determined in accordance with the terms of such plans and programs. The term "
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Termination by the Company for Due Cause. The Company may terminate the Executive's employment for Due Cause. The Executive shall continue to receive the salary provided for in this Agreement only through the period ending with the date of such termination. Any rights and benefits he may have under employee benefit plans and programs of the Company shall be determined in accordance with the terms of such plans and programs. Except as provided in the two immediately preceding sentences, after termination of employment for Due Cause, the Executive shall not be entitled to any compensation or benefits from the Company or hereunder. "Due Cause," for purposes of this Agreement, means (i) the Executive's committing or engaging in (A) any fraud or theft, misappropriation or embezzlement of funds or other assets of the Company or its customers, vendors, or joint venture partners, or (B) any negligent or reckless acts resulting in or causing material reputational or other material harm or damage to the Company or its subsidiaries, in the good faith reasonable judgment of the Board; (ii) the conviction of the Executive for, or the Executive's plea of guilty or nolo contendere to: (X) any felony or (Y) any other crime (whether or not connected with the Executive's employment); but in each of the above cases, only if such felony or crime involves fraud or moral turpitude or has or could have the effect, in the Board's reasonable and good faith determination, of causing material reputational or other material harm or damage to the Company or its subsidiaries; (iii) any repeated failure of the Executive to be actively engaged in his duties, which failure has not been cured within fifteen (15) days after written notice thereof from the Board specifying in reasonable detail such failure; (iv) the Executive's violation of any reasonable written direction (including any such direction contained in the minutes of any meeting of the Board) or any rule or regulation established by the Board, which violation has not been cured (if curable) by the Executive within fifteen (15) days after written notice thereof from the Board specifying in reasonable detail the violation; (v) any material breach by the Executive of his obligations to the Company (or failure of the Executive to substantially perform his duties) (including any failure to comply with any policies of the Company or the terms of this Agreement or the Loyalty Agreement), which failure has not been cured (if curable) by the Executive within 15 days after writte...
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Termination by the Company for Due Cause. In this Agreement, “
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Termination by the Company for Due Cause. The Company may terminate the Executive’s employment immediately under this Agreement for Due Cause as defined in Section 9(c). If the Company terminates the Executive’s employment for Due Cause, then in such case the Executive shall be entitled to payment of his accrued and unpaid Salary under Section 4 to the date of such termination and neither the Company nor the Executive shall have any further obligation to the other under this Agreement, except for the restrictive covenants in Section 6, the confidentiality provisions in Section 7, the and the provisions of Section 11, each of which shall survive this Agreement in such event.
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Termination by the Company for Due Cause. Nothing herein shall be deemed to prevent the Company from terminating Executive's employment for Due Cause. The term "Due Cause," as used herein, shall mean: (i) the commission of a felony, or a crime involving moral turpitude, or the commission of any other act or omission involving dishonesty, disloyalty, or fraud with respect to the Company; (ii) conduct tending to bring the Company or any of its affiliates into substantial public disgrace or disrepute; (iii) substantial and repeated failure to perform duties as reasonably directed by the Board; (iv) negligence or willful misconduct with respect to the Company or any of its affiliates; or (v) any material misrepresentation by the Executive under this Agreement.
Sample 1
Termination by the Company for Due Cause. The Company may terminate ---------------------------------------- Employee for Due Cause, in which case Employee shall continue to receive his then current salary payments only through the period ending with the date of such termination as provided in this Section. Any rights and benefits he may have under employee benefit plans and programs of the Company, generally, shall be determined in accordance with the terms and provisions of such plans and programs. The term "Due Cause" as used herein, shall mean that (i) Employee has committed a serious criminal act, such as embezzlement, against the company or a felony involving moral turpitude or (ii) Employee, in carrying out his duties hereunder, has been guilty of willful misconduct, resulting in either case in material harm to the Company.
Sample 1
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Termination by the Company for Due Cause. Nothing herein shall prevent the Company from terminating the Employee's employment at any time for “Due Cause” (as hereinafter defined). The Employee shall continue to receive the Base Salary provided for in this Agreement only through the period ending with the date of such termination. Any rights and benefits the Employee may have under employee benefit plans and programs of the Company shall be determined in accordance with the terms of such plans and programs. Except as provided in the two immediately preceding sentences, after termination of employment for Due Cause, the Employee shall not be entitled to any compensation or benefits from the Company or hereunder.
Sample 1

Related to Termination by the Company for Due Cause

  • Termination by the Company for Cause Notwithstanding anything to the contrary herein contained, the Company may terminate immediately the employment of Executive without notice and without pay in lieu of notice: (i) if Executive commits an act of theft, fraud or material dishonesty or misconduct involving the property or affairs of the Company or the carrying out of Executive’s duties; or (ii) if Executive commits a material breach or material non-observance of any of the terms or conditions of this Agreement provided that Executive is given written notice of any such breach or non-observance and fails to remedy the same within 15 days of receipt of such notice; or (iii) if Executive is convicted of a felony; or (iv) if Executive refuses or fails to implement any reasonable directive issued by the Company’s Board of Directors and Executive fails to remedy the refusal or failure within 15 days of receipt of written notice thereof; or (v) if Executive or any member of his family makes any personal profit arising out of or in connection with a transaction to which the Company or any of its subsidiaries is a party or with which it is associated without making disclosure to and obtaining prior written consent of the Company. Upon the termination of Executive’s employment pursuant to this Subsection (a), this Agreement and the employment of Executive hereunder shall be wholly terminated. Upon any such termination, Executive shall have no claim against the Company in respect of his employment for damages or otherwise except in respect of payment of base salary earned, due and owing and unused vacation time to the date of termination.

  • Termination by the Company for Good Cause The Company shall have the right to terminate the employment of the Executive for Good Cause (as such term is defined herein) by written notice to the Executive specifying the particulars of the circumstances forming the basis for such Good Cause.

  • Termination by the Company This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by the Company: (a) in order to enter into an Acquisition Agreement pursuant to and in accordance with Section 5.3(c), so long as concurrently with such termination the Company pays the Expense Reimbursement under Section 7.6(b)(i); (b) if Parent or Merger Sub breaches any of their respective representations or warranties, or fails to perform any of their respective covenants or agreements contained in this Agreement, and which breach or failure (i) would, individually or when aggregated with any such other breaches of failures, result in a Parent Material Adverse Effect and (ii) by its nature cannot be cured or has not been cured by Parent or Merger Sub, as applicable, by the earlier of (A) the Outside Date and (B) the date that is twenty (20) Business Days after Xxxxxx’s receipt of written notice of such breach from the Company, but only so long as the Company is not then in material breach of its representations or warranties or materially failing to perform its covenants or agreements contained in this Agreement in a manner that would allow Parent to terminate this Agreement under Section 7.3(b); or (c) upon prior written notice to Parent, if Xxxxxx Sub fails to commence the Offer in accordance with the terms of this Agreement hereof on or prior to the fifteenth (15th) Business Day following the date hereof or if Merger Sub fails to consummate the Offer when required to do so in accordance with the terms of this Agreement; provided, however, that the right to terminate this Agreement pursuant to this Section 7.4(c) shall not be available to the Company if the Company is in breach of any representation, warranty, covenant or agreement set forth in this Agreement that has been the proximate cause of, or resulted in, Merger Sub’s failure to commence or consummate the Offer in accordance with the terms of this Agreement.

  • Termination by the Company with Cause The Company shall have the right at any time to terminate the Executive's employment hereunder without prior notice upon the occurrence of any of the following (any such termination being referred to as a termination for "Cause"): (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE with respect to, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's failure of a Company-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or the Board, provided such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive breaches any of the terms of this Agreement or any other agreement between the Executive and the Company which breach is not cured within thirty (30) days subsequent to notice from the Company to the Executive of such breach, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall control.

  • Termination by the Company Without Cause The Company may terminate the Executive’s employment hereunder at any time without Cause. Any termination by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause under Section 3(c) and does not result from the death or disability of the Executive under Section 3(a) or (b) shall be deemed a termination without Cause.

  • Termination by the Company Other than for Cause The Company shall have the right to terminate your employment hereunder at any time other than for Cause. In the event of a termination by Company pursuant to this paragraph, you shall be entitled to receive payment of the Accrued Obligations and the following severance pay and related benefits: (i) the Company will pay you severance pay in the amount of (A) your then-current annual Base Salary plus (B) the higher of (i) your Bonus for the year in which the termination occurs or (ii) the average percentage of your Base Salary paid to you as Bonus in the two fiscal years prior to the termination date, in each case pro-rated by the number of days you were employed in the calendar year of the termination, provided however, that if the termination date occurs during the first year of employment, the pro-rated amount of the Bonus, if any, shall be determined in the sole discretion of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first payroll period following the effective date of the Release required by Section 5(e), minus required withholdings, which severance payments will be made to you on the Company’s normal payroll cycle; (ii) should you elect to continue your group health and dental insurance benefits in accordance with the provisions of COBRA following the date of your termination, the Company shall pay the full premium for such health and dental insurance continuation benefits for a period of twelve (12) months after the termination date; provided, however, that any such payments will cease if you voluntarily enroll in a health insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. You agree to immediately notify the Company in writing of any such enrollment. (iii) notwithstanding the terms of any stock option grants and/or restricted stock awards, the vesting of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed by the Company for an additional period of twenty four (24) months as of the date of termination and all restricted stock held by you that would otherwise vest as if you had been employed by the Company for an additional twenty four (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company as of the date of termination.

  • Termination for Cause by the Company The Company may terminate your employment hereunder for “Cause” at any time after providing a written notice of termination for Cause to you. For purposes of this Agreement, you shall be treated as having been terminated for Cause if and only if you are terminated as a result of the occurrence of one or more of the following events: (i) any willful and wrongful conduct or omission by you that demonstrably and materially injures the Company or its affiliates; (ii) any act by you of fraud, dishonesty, gross negligence, or intentional misrepresentation or embezzlement, misappropriation or conversion of assets of the Company or any affiliate; (iii) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures of the Company, including but not limited to the Company’s code of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder (other than as a result of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervision; or (B) the failure to follow the lawful directions of the Company’s Chief Executive Officer, or if you do not report directly to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with the Company to which you are a party. For purposes of this Agreement an act or failure to act shall be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in the best interests of the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereof.

  • Termination by the Company for Cause or by the Executive without Good Reason The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without Good Reason (as defined in Section 6(c)), then the Executive shall have no right to compensation, or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided for by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony related to the business of the Company; (ii) the Executive, in carrying out his duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in material harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including a material amount of money or property; (iv) the Executive breaches his fiduciary duty to the Company resulting in material profit to him, directly or indirectly; (v) the Executive materially breaches any agreement with the Company and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being cured; (vi) the Executive breaches any provision of Section 8 or Section 9; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SEC; (viii) the Executive becomes subject to a cease and desist order or other order issued by the SEC after an opportunity for a hearing; (ix) the Executive refuses to carry out a resolution adopted by the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his duties.

  • Termination Without Cause by the Company During the term of this Agreement and at times following the Company’s successfully consummating its first equity financing of $10 million or more in gross proceeds following the Effective Date (the “First Financing”), if the Company terminates the Executive’s employment without Cause pursuant to Paragraph 4(d) of this Agreement (a “Termination without Cause”), under circumstances that constitute a Involuntary Separation from Service with the Company (as defined for purposes of §409A of the Internal Revenue Code), the Company shall pay the Executive that ratable amount of Annual Compensation which the Executive would earn in 12 months based on Executive’s then-current salary and target bonus level (the “Severance Period”). Executive shall continue to participate in all other benefit plans during the Severance Period, except to the extent prohibited by law or any applicable employee benefit plan. All Stock Options granted to Executive which have vested prior to the final day of Executive’s employment under this Agreement (the “Termination Date”) shall remain vested and exercisable for the exercise period set forth in Executive’s Option Award Agreement. The Company will continue to vest Stock Options and stock awards during the Severance Period in accordance with the following vesting schedule: (1) If a Termination without Cause occurs during the first year of the term of this Agreement, all unvested Stock Options that would have vested during the calendar quarter within which the Termination without Cause occurs shall vest and become exercisable on the Termination Date for the exercise period set forth in Executive’s Option Award Agreement and, in addition, all unvested Stock Options that would have vested during the calendar quarter after the occurrence of the Termination without Cause also shall vest and become exercisable for the exercise period set forth in Executive’s Option Award Agreement; and (2) If a Termination without Cause occurs during the second year of the term of this Agreement, all unvested Stock Options that would have vested during the calendar quarter within which the Termination without Cause occurs shall vest and become exercisable on the Termination Date for the exercise period set forth in Executive’s Option Award Agreement and, in addition, all unvested Stock Options that would have vested during the two (2) calendar quarters after the occurrence of the Termination without Cause also shall vest and become exercisable for the exercise period set forth in Executive’s Option Award Agreement; and (3) If a Termination without Cause occurs during the third year of the term of this Agreement or thereafter, all unvested Stock Options that would have vested during the calendar quarter within which the Termination without Cause occurs shall vest and become exercisable on the Termination Date for the exercise period set forth in Executive’s Option Award Agreement and, in addition, all unvested Stock Options that would have vested during the three (3) calendar quarters after the occurrence of the Termination without Cause also shall vest and become exercisable for the exercise period set forth in Executive’s Option Award Agreement. Notwithstanding the foregoing provisions of this Section 5(d), if Executive receives a Termination without Cause prior to the First Financing, Executive shall receive no severance. Payment of the Executive’s separation pay benefit under this Section 5(d), if any, shall be made as follows: (i) Payment of the separation pay benefit shall commence as of the 30th day after the Executive’s Separation from Service, and shall continue in monthly installments thereafter until all 6 payments are made. (ii) In the event the value of the separation pay benefit shall exceed two times the lesser of the Executive’s annualized compensation or the maximum amount that may be taken into account for qualified plan purposes (in each case, as determined in accordance with Treas. Reg. §1.409A-1(b)(9)(iii)(A)), the excess shall not be paid as provided in (i), above, but instead shall be paid in 6 equal monthly installments commencing as of the first of the month after the date that is six months after the Executive’s Separation from Service date. (iii) In no event shall payments be accelerated, nor shall the Executive be eligible to defer payments to a later date.

  • Termination by the Bank for Cause After the occurrence of any of the conditions specified in Section 7.1, the Bank shall have the right to terminate the Term for Cause on written notice to Executive, effective immediately.

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