Termination of Cause. Millbrook reserves the right to terminate this Agreement at any time for "cause" as defined below. As used in this Agreement, the term "cause" shall mean (i) the commission by you of any act which would constitute a felony under state or federal law, or the equivalent under foreign law; if prosecuted; (ii) the commission by you of any act of moral turpitude; (iii ) the material breach by you of any of the provisions of this Agreement; (iv) your failure or refusal to perform your obligations under this Agreement, or other acts or omissions constituting neglect or dereliction of duties hereunder; (v) fraud, dishonesty or other acts or omissions by you that amount to a willful breach of your fiduciary duty to Millbrook; or (vi) the happening of any other event which, under provisions of any laws applicable to Millbrook or its activities, disqualifies you from acting in any or all capacities provided for herein. Millbrook may, at its option, terminate this Agreement for the reasons stated in this Section by giving written notice of termination to you without prejudice to any other remedy to which Millbrook may be entitled either by law, in equity, or under this Agreement. Notwithstanding the foregoing, if Millbrook proposes to exercise this right, it will provide you with written notice and give you a reasonable opportunity to present, with the assistance of an attorney if you so choose, to the Board of Directors of Millbrook facts and witnesses related to the proposed termination before such termination becomes effective. Upon any such termination under this Section, and upon Millbrook's request, you agree to resign from all directorships and positions as an executive officer you may then hold with Millbrook or any of its affiliates.
Appears in 2 contracts
Samples: Employment Agreement (Millbrook Press Inc), Employment Agreement (Millbrook Press Inc)
Termination of Cause. Millbrook reserves the right to terminate this Agreement at any time and without notice for "cause" as defined below. As used in this Agreement, the term "cause" shall mean (i) the commission by you of any act which would constitute a felony under state or federal law, or the equivalent under foreign law; , if prosecuted; (ii) the commission by you of any act of moral turpitude; (iii iii) the material breach by you of any of the provisions of this Agreement; (iv) your failure or refusal to perform your obligations under this Agreement, or other acts or omissions constituting neglect or dereliction of duties hereunder; (v) fraud, dishonesty or other acts or omissions by you that amount to a willful breach of your fiduciary duty to Millbrook; (vi) your personal bankruptcy; or (vivii) the happening of any other event which, under provisions of any laws applicable to Millbrook or its activities, disqualifies you from acting in any or all capacities provided for herein. Millbrook may, at its option, option terminate this Agreement for the reasons stated in this Section by giving written notice of termination to you without prejudice to any other remedy to which Millbrook may be entitled either by law, in equity, or under this Agreement. Notwithstanding the foregoing, if Millbrook proposes to exercise this right, it will provide you with written notice and give you a reasonable opportunity to present, with the assistance of an attorney if you so choose, to the Board of Directors of Millbrook facts and witnesses related to the proposed termination before such termination becomes effective. Upon any such termination under this Section, and upon Millbrook's request, you agree to resign from all directorships and positions as an executive officer you may then hold with Millbrook or any of its affiliates.
Appears in 1 contract
Termination of Cause. Millbrook reserves the right to terminate this Agreement at any time for "cause" as defined below. As used in this Agreement, the term "cause" shall mean (i) the commission by you of any act which would constitute a felony under state or federal law, or the equivalent under foreign law; if prosecuted; (ii) the commission by you of any act of moral turpitude; (iii iii) the material breach by you of any of the provisions of this Agreement; (iv) your failure or refusal to perform your obligations under this Agreement, or other acts or omissions constituting neglect or dereliction of duties hereunder; (v) fraud, dishonesty or other acts or omissions by you that amount to a willful breach of your fiduciary duty to Millbrook; (vi) your personal bankruptcy; or (vivii) the happening of any other event which, under provisions of any laws applicable to Millbrook or its activities, disqualifies you from acting in any or all capacities provided for herein. Millbrook may, at its option, terminate this Agreement for the reasons stated in this Section by giving written notice of termination to you without prejudice to any other remedy to which Millbrook may be entitled either by law, in equity, or under this Agreement. Notwithstanding the foregoing, if Millbrook proposes to exercise this right, it will provide you with written notice and give you a reasonable opportunity to present, with the assistance of an attorney if you so choose, to the Board of Directors of Millbrook facts and witnesses related to the proposed termination before such termination becomes effective. Upon any such termination under this Section, and upon Millbrook's request, you agree to resign from all directorships and positions as an executive officer you may then hold with Millbrook or any of its affiliates.
Appears in 1 contract