Common use of Termination for Just Cause Clause in Contracts

Termination for Just Cause. Immediately following notice of termination for “Just Cause” (as defined below), specifying such Just Cause, given by Employer’s Boards of Directors (termination pursuant to this Section 1.6.5 being referred to herein as termination for “Just Cause”). “Just Cause” shall mean and be limited to any one or more of the following: Executive’s personal dishonesty; gross incompetence; willful misconduct; breach of a fiduciary duty involving personal profit; intentional failure to perform stated duties; willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order; conviction of a felony or of a misdemeanor involving moral turpitude; unethical business practices in connection with Employer’s business; misappropriation of Employer’s or their Affiliates’ assets (determined on a reasonable basis) or material breach of any other provision of this Agreement; provided, that Executive has received written notice from Employer of such material breach and such breach remains uncured for a period of thirty (30) days after the delivery of such notice. For purposes of this provision, no act or failure to act, on the part of Executive, shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without a reasonable belief that Executive’s action or omission was in the best interests of Employer.

Termination for Just Cause. Immediately Executive’s employment shall terminate immediately following notice of termination for “Just Cause” (as defined below), specifying such Just Cause, given by Employer’s Boards of Directors (termination pursuant to this Section 1.6.5 being referred to herein as termination for “Just Cause”). “Just Cause” shall mean and be limited to any one or more of the following: Executive’s personal dishonesty; gross incompetence; willful misconduct; breach of a fiduciary duty involving personal profit; intentional failure to perform stated duties; willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order; conviction of a felony or of a misdemeanor involving moral turpitude; unethical business practices in connection with Employer’s business; misappropriation of Employer’s or their Affiliates’ assets (determined on a reasonable basis) or material breach of any other provision of this Agreement; provided, that Executive has received written notice from Employer of such material breach and such breach remains uncured for a period of thirty (30) days after the delivery of such notice. Notwithstanding the foregoing, during the Change of Control Period, “Just Cause” shall mean and be limited to Executive’s willful misconduct or gross negligence that causes material harm to Employer or Executive’s conviction of a felony. For purposes of this provisionparagraph, no act or failure to act, on the part of Executive, shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without a reasonable belief that Executive’s action or omission was in the best interests of Employer.

Termination for Just Cause. Immediately The Corporation shall be entitled, in its sole discretion, to forthwith terminate the employment of the Employee hereunder, without advance notice, for just cause as determined by statute or common law by so advising the Employee in writing. For the purpose of this Agreement, the following notice of termination for “constitutes just cause, provided, however, "Just Cause” (as defined below), specifying such Just Cause, given by Employer’s Boards " within the meaning of Directors (termination pursuant to this Section 1.6.5 being referred to herein as termination for “Just Cause”). “Just Cause” shall mean in any event not include any act done or committed by Employee in the exercise of business judgment which is not unreasonable under all the facts and be limited to any one or more of circumstances involved: (A) if the following: Executive’s personal dishonesty; gross incompetence; willful misconduct; breach of a fiduciary duty involving personal profit; intentional failure to perform stated duties; willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order; conviction of a felony or of a misdemeanor involving moral turpitude; unethical business practices Employee is in connection with Employer’s business; misappropriation of Employer’s or their Affiliates’ assets (determined on a reasonable basis) or material breach of any other provision of the provisions of this Agreement; provided, that Executive has received including without limitation the conditions outlined in section 1 of this Agreement, provided the Employee receives three (3) business days prior written notice from Employer of such material the breach detailing the complained of breach and fails to remedy such breach remains uncured for within said three (3) day period; (B) if the Employee has been convicted of an indictable offence or a period felony involving moral turpitude, including, without limitation, theft, fraud, embezzlement, forgery, misappropriation or wilful misapplication by a court of thirty final and competent jurisdiction; (30C) days after if the delivery Employee is found in any civil, administrative or regulatory proceeding of such notice. For purposes competent jurisdiction to have breached a fiduciary duty to the shareholders of the Corporation; or (D) if the Employee has during the term of this provisionAgreement or in the six (6) months immediately preceding the term of this Agreement, no act or failure engaged in conduct that is intentionally and materially detrimental to act, on the part of Executive, shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without a reasonable belief that Executive’s action or omission was in the best interests of Employerthe Corporation.