Termination for. Cause" shall mean
Termination for. CAUSE". This Agreement may be terminated by the Company at any time during the Employment Term for "Cause", in which event Employee shall have no further rights under this Agreement. For purposes of the preceding sentence, "Cause" shall mean: (i) any breach or threatened breach by Employee of any of his agreements contained in Section 4, 5 or 6 hereof; (ii) repeated or willful neglect by Employee in performing any duty or carrying out any responsibility assigned or delegated to him pursuant to Section 1(b) hereof, which neglect shall not have permanently ceased within ten (10) business days after written notice to Employee thereof; or (iii) the commission by Employee of any criminal act involving moral turpitude or a felony which results in an arrest or indictment, or the commission by Employee, based on reasonable proof, of any act of fraud or embezzlement involving the Company or its customers or suppliers. In the event that the Company elects to terminate this Agreement for Cause, it will give Employee written notice of such termination, and, at the Company's discretion, Employee's employment will terminate sixty (60) days thereafter.
Termination for. Cause If your Service is terminated for Cause, then you shall immediately forfeit all rights to your Restricted Stock Units, and this award shall immediately terminate. Leaves of Absence For purposes of this grant, your Service does not terminate when you go on a bona fide leave of absence approved by the Company, if the terms of your leave provide for continued Service crediting, or when continued Service crediting is required by Applicable Law. The Company will determine, in its sole discretion, whether and when a leave of absence constitutes a termination of Service under the Plan. Retention Rights Neither your Restricted Stock Units nor this Agreement give you the right to be retained by the Company, the Employer, or any Affiliate in any capacity, and your Service may be terminated at any time and for any reason. Shareholder Rights You have no rights as a shareholder unless and until the shares of Stock relating to the Restricted Stock Units have been issued to you (or an appropriate book entry has been made). Except as described in the Plan or herein, no adjustments are made for dividends or other rights if the applicable record date occurs before your shares of Stock are issued (or an appropriate book entry has been made). If the Company pays a dividend on its shares of Stock, you will, however, be entitled to receive a cash payment equal to the per-share dividend paid on the shares of Stock times the number of Restricted Stock Units that you hold as of the record date for the dividend; provided, however, such Dividend Equivalents Rights shall not vest or become payable unless and until the Restricted Stock Units to which the Dividend Equivalent Rights correspond become vested and nonforfeitable pursuant to this Agreement or the Plan.
Termination for. “Cause”. Effective immediately and without prior notice (written or otherwise), Company may terminate Employee’s employment hereunder for “Cause,” which, for purposes of this Agreement, includes any one or more of the following:
(a) the commission of or engagement in a felony or other crime involving moral turpitude or the commission of any other act or omission involving misappropriation, dishonesty, unethical business conduct, disloyalty, fraud or breach of fiduciary duty;
(b) reporting to work under the influence of alcohol;
(c) the use of illegal drugs (whether or not at the workplace) or other conduct, even if not in conjunction with his duties hereunder, which could reasonably be expected to, or which does, cause Company, Xxxxxxxx or any of their affiliates public disgrace or disrepute or economic harm;
(d) the failure to perform duties as reasonably directed by the CEO or CFO or any other officer to whom Employee reports or the taking of any action contrary to specific direction of the CEO or CFO;
(e) gross negligence or willful misconduct (i) with respect to Company, Xxxxxxxx or any of their affiliates or in the performance of Employee’s duties to the same or (ii) that is materially injurious to Company, Xxxxxxxx or any of their affiliates, their clients or their reputations, monetarily or otherwise;
(f) the aiding or abetting of a competitor or other breach by Employee of his fiduciary duty of loyalty to Company, including the obtaining of any personal profit not thoroughly disclosed to and approved by Company and Xxxxxxxx in connection with any transaction entered into by, or on behalf of, Company, Xxxxxxxx or any of their affiliates;
(g) the violation of any of the terms of Company’s rules or policies which, if curable, is not cured to Company’s reasonable satisfaction within fifteen (15) days after written notice thereof to Employee;
(h) any other material breach of this Agreement or any other agreement between the Employee and Company, Xxxxxxxx or any of their affiliates which, if curable, is not cured to Xxxxxxxx’x and Company’s reasonable satisfaction within fifteen (15) days after written notice thereof to the Employee;
(i) any breach of non-compete covenants pursuant to this Agreement and the Purchase Agreement; or
(j) the occurrence of any of the actions set forth in Section 4.2(a)-(i) above by any other executive officer of Company (including any of the Selling Members) with the knowledge of Employee and where Employee allows or fails to...
Termination for. Cause" shall refer to the Company's termination of the Executive's service with the Company at any time because the Executive has: (A) refused or failed to devote his full normal working time, skills, knowledge, and abilities to the business of the Company, its subsidiaries and affiliates, and in promotion of their respective interests pursuant to Section 1 hereof; or (B) engaged in (1) activities involving his personal profit as a result of his dishonesty, incompetence, willful misconduct, willful violation of any law, rule or regulation or breach of fiduciary duty, or (2) dishonest activities involving the Executive's relations with the Company, its subsidiaries and affiliates or any of their respective employees, customers or suppliers; or (C) committed larceny, embezzlement, conversion or any other act involving the misappropriation of Company or customer funds in the course of his employment; or (D) been convicted of any crime which reasonably could affect in an adverse manner the reputation of the Company or the Executive's ability to perform the duties required hereunder; or (E) committed an act involving gross negligence on the part of the Executive in the conduct of his duties hereunder; or (F) evidenced a drug addiction or dependency; or (G) materially breached this Agreement; provided, however, that, in the case of any termination pursuant to clauses (A), (E), (F), or (G) above, the Company shall give the Executive thirty (30) business days' written notice thereof during which period the Employee, at the discretion of the Company, may be placed on administrative leave, the Company shall give the Executive an opportunity to cure within such thirty-day period, and a reasonable opportunity to be heard by the Compensation Committee of the Board to show just cause for his actions, and to have the Compensation Committee of the Board, in its discretion, reverse or rescind the prior action of the Company under the clause(s).
Termination for. Cause" by Holding Company of Executive's employment under this Agreement shall have the same meaning as it does in 12 C.F.R SECTION 563.39, and shall include termination because of:
Termination for. Cause If your Service is terminated for Cause, then you shall immediately forfeit all your rights to the RSUs granted under this Award Agreement. Leaves of Absence For purposes of this Award Agreement, your Service will not be treated as terminated when you go on an employee leave of absence that is approved by Sun in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. However, your Service will be treated as terminated 90 days after the first day of your employee leave, unless your right to return to Service is guaranteed by law or by contract. For purposes of this Option, your Service will be treated as terminated when your approved leave ends, unless you immediately return to Service. Sun shall determine, in its sole discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan. Withholding Taxes Regardless of any action Sun and/or your employer (the “Employer”) take with respect to any income tax, social insurance, payroll tax, payment on account or other tax-related withholding with respect to this Award Agreement (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items is your responsibility and that Sun and/or the Employer: • are not making any representations and are not committing to take any actions regarding any Tax-Related Items, including, but not limited to, the grant of the RSUs, the vesting of the RSUs, the delivery of shares of Stock upon vesting of the RSUs, the subsequent sale of shares of Stock acquired upon vesting of the RSUs, and the receipt of any dividends; and • do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate your liability for Tax-Related Items. Before any Tax-Related Items become due, you will pay or make adequate arrangements satisfactory to Sun and/or the Employer to satisfy those Tax-Related Items. If permissible under local law, you authorize Sun and/or the Employer to withhold all applicable Tax-Related Items legally payable by you by one or a combination of the following: • withholding from your wages or other cash compensation paid to you by Sun and/or the Employer; • withholding proceeds from the sale of shares of Stock acquired upon vesting of the RSUs; • arranging for the sale of shares of Stock acquired upon vesting of the RSUs; and/or • withholding shares of Stock otherwise deliverable to yo...
Termination for. NONPAYMENT In the event of the nonpayment of fees owed to DSI, DSI shall provide written notice of delinquency to all parties to this Escrow Agreement. Any party to this Escrow Agreement shall have the right to make the payment to DSI to cure the default. If the past due payment is not received in full by DSI within one month of the date of such notice, then DSI shall have the right to terminate this Escrow Agreement at any time thereafter by sending written notice of termination to all parties. Upon termination for nonpayment, DSI may, at its sole discretion, destroy the Deposit Materials or return them to Depositor. DSI shall have no obligation to take any action under this Escrow Agreement so long as any payment due to DSI remains unpaid.
Termination for. CAUSE". In the event of termination of employment during the employment term for Cause, Employee shall be entitled to receive his salary then in effect and benefits due or to become due to him up to the date of termination of employment, and, in the case of benefits, as may be mandated by law following termination of employment, but Employee shall not be entitled to any other or further salary or other compensation, bonuses (whether or not pro rated) or other benefits.
Termination for. Cause" is defined as a termination of the Employee based upon: (i) theft of the Company's assets; (ii) falsification of any employment applications; (ii) conviction of a felony or conviction of a crime involving fraud or dishonesty; (iii) improper and willful disclosure of the Company's confidential or proprietary information that could materially harm the Company; or (iv) gross incompetence.
