Common use of With or Without Cause Clause in Contracts

With or Without Cause. The Company may, at any time, in its sole discretion, terminate your employment upon written notice with or without Cause. For purposes of this Agreement, the term “Cause” means: 1. your commission of an act that is materially and demonstrably detrimental to Block, the Company or any Affiliate, which act constitutes gross negligence or willful misconduct by you in the performance of your material duties to Block, the Company or any Affiliate; or 2. your commission of any material act of dishonesty or breach of trust resulting in or intending to result in your material personal gain or your material enrichment at the expense of Block, the Company or any Affiliate, but in each case, excluding good faith disputes regarding your expense account or expense reimbursement; or 3. your material violation of Sections 5 or 6 of this Agreement which violation, if curable, is not cured by you within 30 days of the Company providing you with written notice of such material violation; or 4. the inability of Block, the Company and/or an Affiliate to participate, in whole or in part, in any current activity subject to governmental regulation and material to the business of Block, the Company and their Affiliates solely as the result of any willful action or inaction by you, as described in the last sentence Section 1(d), which action or inaction, if curable, is not cured by you within 30 days of the Company providing you with written notice of such action or inaction. For purposes of this Section 4(a), no act, or failure to act, by you will be considered “willful” unless it is done, or omitted to be done, by you in bad faith or without reasonable belief that the action or omission was in the best interests of Block. Any act, or failure to act, based upon (A) authority given pursuant to a resolution duly adopted by the Board or (B) the advice of counsel for Block shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Company. The termination of your employment shall not be deemed to be for Cause unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than the majority of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to you and you are given an opportunity to be heard, together with your counsel, before the Board), finding that, in the good faith opinion of the Board, you are guilty of the conduct described in Section 4(a), and specifying the particulars thereof in detail.

With or Without Cause. The Company may, at any time, in its sole discretion, Corporation may terminate your Executive's employment upon written notice with or without "Cause." The Employment Period shall immediately end upon a termination by the Corporation with Cause. For purposes of this Agreement, "Cause" means (i) the term “Cause” means: 1. your commission willful and continued failure of an act Executive to perform substantially his duties with the Corporation (other than any such failure resulting from Executive's incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive's duties, (ii) the willful engaging by Executive in gross and reckless negligence which materially and adversely affects the Corporation's business; (iii) Executive's willful engaging in conduct that is materially and demonstrably detrimental injurious to Blockthe Corporation; (iv) Executive's conviction (by a court of competent jurisdiction, the Company not subject to further appeal) of, or any Affiliatepleading guilty to, which act constitutes gross negligence a felony, or willful misconduct by you in the performance of your (v) a material duties to Block, the Company or any Affiliate; or 2. your commission breach of any material act of dishonesty Executive's obligations not to compete with the Corporation or breach to maintain the confidentiality of trust resulting in or intending to result in your material personal gain or your material enrichment at the expense of Block, the Company or any Affiliate, but in each case, excluding good faith disputes regarding your expense account or expense reimbursement; or 3. your material violation of Sections 5 or 6 of this Agreement which violation, if curable, is not cured by you within 30 days of the Company providing you with written notice of such material violation; or 4. the inability of Block, the Company and/or an Affiliate to participate, in whole or in part, in any current activity subject to governmental regulation its confidential and material to the business of Block, the Company and their Affiliates solely as the result of any willful action or inaction by you, as described in the last sentence Section 1(d), which action or inaction, if curable, is not cured by you within 30 days of the Company providing you with written notice of such action or inactionproprietary information. For purposes purpose of this Section 4(a)4.2, no act, act or failure to act, act by you will Executive shall be considered “"willful” " unless it is done, done or omitted to be done, done by you Executive in bad faith or and without reasonable belief that the Executive's action or omission was in the best interests of Blockthe Corporation. Any act, or failure to act, based upon (A) authority given pursuant to a resolution duly duty adopted by the Board or (B) based upon the advice of counsel for Block the Corporation shall be conclusively presumed to be done, or omitted to be done, by you Executive in good faith and in the best interests of the CompanyCorporation. The termination of your employment Cause shall not be deemed to be for Cause exist unless and until there shall have (a) in the event of any Cause defined and clauses (i), (ii), (iii) and (v) above, a written noticed has been provided to the Executive by the Board specifically identifying the Cause that is the basis for the Board's determination and Executive has failed to cure or remedy the action or omission so identified within a period of 30 days after Executive's receipt of such notice (unless the action or omission is of a nature that it cannot be cured or remedied), and (b) the Corporation has delivered to you Executive, along with the Notice of Termination for Cause, a copy of a resolution duly adopted by the affirmative vote of not less than the majority of the entire membership of the Board (excluding Executive if Executive is a Board member) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to you Executive and you are given an opportunity to be heardfor Executive, together with your counsel, to be heard before the Board), finding that, that in the good faith opinion of the Board, you are guilty of the conduct described Board an event set forth in Section 4(a), clauses (i) to (v) above has occurred and specifying the particulars thereof in detail. If the Board does not notify Executive that any occurrence or event shall constitute "Cause" within sixty (60) days following the Board's first knowledge of such occurrence or event, such occurrence or event shall not constitute Cause under this Agreement. Any events, facts or circumstances known to the Board that have occurred prior to the Effective Date, and any consequences thereof (whether before or after the Effective Date), shall not constitute "Cause" under this Agreement.

With or Without Cause. The Company may, at any time, in its sole discretion, may terminate your the Executive’s employment upon written notice and the Employment Period with or without “Cause” (as defined below) by giving to the Executive a Notice of Termination. For purposes of this Agreement, the term “Cause” means: 1. your commission means (i) the willful and continued failure of an act the Executive to perform substantially his material duties with the Company (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness) after a written demand for performance is delivered to the Executive by the Board which identifies the manner in which the Board believes that the Executive has not performed the Executive’s duties and the Executive, after a period established by the Board and communicated in writing to the Executive (which period may be no less than 20 days), has failed to cure such failure to the reasonable satisfaction of the Board, (ii) the willful engaging by the Executive in gross misconduct which is demonstrably and materially and demonstrably detrimental injurious to Block, the Company or any Affiliateits affiliates, which act constitutes gross negligence (iii) the Executive’s conviction of, or willful misconduct by you in the performance of your material duties to Blockpleading guilty to, the Company a felony involving moral turpitude or any Affiliate; or 2. your commission of any material act of dishonesty or breach (iv) a determination by the Board that any of trust resulting the Executive’s representations made in or intending to result in your material personal gain or your material enrichment at the expense of Block, the Company or any Affiliate, but in each case, excluding good faith disputes regarding your expense account or expense reimbursement; or 3. your material violation of Sections 5 or 6 Section 2(d) of this Agreement which violation, if curable, is not cured by you were untrue when made (provided that the Company informs the Executive within 30 ninety (90) days of the Company providing you with written notice majority of the members of the Board having actual knowledge of such material violation; or 4breach). A termination of the inability of Block, Executive by the Company and/or an Affiliate to participate, in whole or in part, in any current activity subject to governmental regulation and material to the business of Block, the Company and their Affiliates solely as the result of any willful action or inaction by you, as described in the last sentence Section 1(d), which action or inaction, if curable, is not cured by you within 30 days of the Company providing you with written notice of such action or inaction. For purposes of this Section 4(a), no act, or failure to act, by you will be considered “willful” unless it is done, or omitted to be done, by you in bad faith or without reasonable belief that the action or omission was in the best interests of Block. Any act, or failure to act, based upon (A) authority given pursuant to a resolution duly adopted by the Board or (B) the advice of counsel for Block shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Company. The termination of your employment Cause shall not be deemed to be for Cause effective unless and until there shall have been the Company has delivered to you the Executive, along with the Notice of Termination, a copy of a resolution duly adopted by the affirmative vote of not less than the a majority of the entire membership of Board (excluding the Board at Executive, if he is a meeting of the Board called and held for such purpose (after reasonable notice is provided to you and you are given an opportunity to be heard, together with your counsel, before the Board), finding that, in the good faith opinion member of the Board) stating that the Board has determined to terminate the Executive for Cause; provided, you are guilty of however, that no such resolution shall be permitted to be adopted without the conduct described in Section 4(a), Company having afforded the Executive the opportunity to make a presentation to the Board and specifying the particulars thereof in detailto answer any questions its members may ask him.

With or Without Cause. (a) The Company may, at any time, in its sole discretion, may terminate your Executive's employment upon written notice with or without Cause. For purposes of this Agreement, the term “Company shall have "Cause” means: 1. your commission of an act that " for (i) the willful and continued failure by Executive to substantially perform his duties hereunder (other than any such failure resulting from Executive's disability as specified in Section 4.02) after demand for substantial performance is materially and demonstrably detrimental to Block, delivered by the Company or any Affiliate, that specifically identifies the manner in which act constitutes gross negligence or willful misconduct by you in the performance of your material duties to Block, the Company believes Executive has not substantially performed his duties, (ii) the conviction of a felony or (iii) the adoption by the Company's shareholders at any Affiliate; or 2. your commission time prior to a Change of Control of the Company (as defined in Section 4.04(c)) of any material act of dishonesty resolution removing Executive from the Board or breach of trust resulting in or intending failing to result in your material personal gain or your material enrichment at re-elect Executive to the expense of Block, Board during the Company or any Affiliate, but in each case, excluding good faith disputes regarding your expense account or expense reimbursement; or 3. your material violation of Sections 5 or 6 term of this Agreement which violation, if curable, (unless such action is not cured preceded by you within 30 days any act of the Company providing you with written notice of such material violation; or 4. the inability of Block, the Company and/or an Affiliate to participate, in whole or in part, in any current activity subject to governmental regulation and material to the business of Block, the Company and their Affiliates solely as the result of any willful action or inaction by you, as Board described in the last sentence Section 1(d4.04(b)(i), which action or inaction, if curable, is not cured by you within 30 days of the Company providing you with written notice of such action or inaction. ). (b) For purposes of this Section 4(a)4.03, no act, act or failure to act, by you will act on Executive's part shall be considered “"willful” " unless it is done, or omitted to be done, by you in bad faith or and without reasonable belief that the his action or omission was in the best interests of Blockthe Company. Any act, or failure to act, by Executive that is based upon (A) authority given pursuant to a resolution duly adopted by the Board or (B) based upon the advice of counsel for Block the Company shall be conclusively presumed to be done, or omitted to be done, by you Executive in good faith and in the best interests of the Company. The Notwithstanding the foregoing, Executive may not be terminated for Cause without delivery to Executive of a Notice of Termination as contemplated by Section 4.05 setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your Executive's employment shall under clause (i), (ii) or (iii) of Section 4.03(a), provided, however, that if clause (i) above forms the basis for such termination, (A) the Company must have delivered to Executive a demand for substantial performance in accordance with clause (i) of Section 4.03(a), (B) the Notice of Termination must be preceded by written notice to Executive (1) specifically identifying the manner in which the Company believes Executive has not be deemed substantially performed his duties after the Company's demand for substantial performance and (2) providing an opportunity for Executive, together with his counsel, to be for Cause unless heard before the Board, and until there shall (C) the Company must have been delivered to you Executive a copy of a resolution duly adopted by the affirmative vote of not less than the majority three- quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to you and you are given an opportunity to be heard, together with your counsel, before the Board)purpose, finding that, in the good faith opinion of the Board, you are Executive is guilty of the conduct described in clause (i) of Section 4(a4.03(a). (c) No action or inaction shall be deemed the basis for Cause unless Executive is terminated therefor within 120 days after such action or omission is known to the Chief Executive Officer of the Company. (d) In the event that the existence of Cause shall become an issue in any action or proceeding between the Company and Executive, the Company shall, notwithstanding the finding of the Board referenced above, have the burden of establishing that the actions or inactions deemed the basis for Cause did in fact occur and specifying do constitute Cause and that the particulars thereof in detailCompany has satisfied the procedural requirements of this Section 4.03. The satisfaction of the Company's burden shall require clear and convincing evidence. Any purported termination of employment of Executive by the Company which does not meet each and every substantive and procedural requirement of this Section 4.03 shall be treated for all purposes under this Agreement as a termination of employment without Cause.

With or Without Cause. The Company may, at any time, in its sole discretion, Corporation may terminate your this Agreement and the Executive's employment upon written notice with or without "Cause. ." For purposes of this Agreement, "Cause" means (i) the term “Cause” means: 1. your commission continued failure of an act that is materially and demonstrably detrimental Executive to Block, perform substantially his duties with the Company Corporation (other than any such failure resulting from Executive's incapacity due to physical or mental illness or any Affiliatesuch failure subsequent to Executive being delivered a Notice of Termination without Cause by the Corporation or delivering a Notice of Termination for Good Reason to the Corporation); (ii) any act by Executive of illegality, which act constitutes gross negligence or willful misconduct by you in the performance of your material duties to Block, the Company or any Affiliate; or 2. your commission of any material act of dishonesty or breach fraud in connection with the Executive's employment; (iii) the willful engaging by Executive in gross misconduct which is demonstrably and materially injurious to the Corporation or its affiliates; (iv) Executive's conviction of trust resulting in or intending pleading guilty or no contest to result in your material personal gain a felony; or your material enrichment at the expense of Block, the Company or any Affiliate, but in each case, excluding good faith disputes regarding your expense account or expense reimbursement; or 3. your material (v) a violation of Sections 5 Section 6 or 6 7 herein. For purpose of this Agreement which violation, if curable, is not cured by you within 30 days of the Company providing you with written notice of such material violation; or 4. the inability of Block, the Company and/or an Affiliate to participate, in whole or in part, in any current activity subject to governmental regulation and material to the business of Block, the Company and their Affiliates solely as the result of any willful action or inaction by you, as described in the last sentence Section 1(d), which action or inaction, if curable, is not cured by you within 30 days of the Company providing you with written notice of such action or inaction. For purposes of this Section 4(aparagraph (b), no act, act or failure to act, act by you will Executive shall be considered “"willful” " unless it is done, done or omitted to be done, done by you Executive in bad faith or and without reasonable belief that the Executive's action or omission was in the best interests of Blockthe Corporation or its affiliates. Any act, or failure to act, based upon (A) authority given pursuant to a resolution duly adopted by the Board or (B) based upon the advice of counsel for Block the Corporation, or upon the instructions of the CEO or another officer of the Corporation senior to the Executive shall be conclusively presumed to be done, or omitted to be done, by you Executive in good faith and in the best interests of the CompanyCorporation. The termination of your employment Cause shall not be deemed to be for Cause exist unless and until there shall have been the Corporation has delivered to you Executive, along with the Notice of Termination for Cause, a copy of a resolution duly adopted by the affirmative vote of not less than the majority three-quarters (3/4) of the entire membership of the Board (excluding Executive if Executive is a Board member) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to you and you are given an opportunity to be heard, together with your counsel, before the Board)purpose, finding that, that in the good faith opinion of the Board, you are guilty of the conduct described Board an event set forth in Section 4(a), clauses (i) - (v) above has occurred and specifying the particulars thereof in detail. The Board must notify Executive of any event constituting Cause within ninety (90) days following the Board's knowledge of its existence or such event shall not constitute Cause under this Agreement.

With or Without Cause. The Company may, at any time, in its sole discretion, Corporation may terminate your this Agreement and the Executive's employment upon written notice with or without "Cause. ." For purposes of this Agreement, "Cause" means (i) the term “Cause” means: 1. your commission continued failure of an act that is materially and demonstrably detrimental Executive to Block, perform substantially his duties with the Company Corporation (other than any such failure resulting from Executive's incapacity due to physical or mental illness or any Affiliatesuch failure subsequent to Executive being delivered a Notice of Termination without Cause by the Corporation or delivering a Notice of Termination for Good Reason to the Corporation); (ii) any act by Executive of illegality, which act constitutes gross negligence or willful misconduct by you in the performance of your material duties to Block, the Company or any Affiliate; or 2. your commission of any material act of dishonesty or breach fraud in connection with the Executive's employment; (iii) the willful engaging by Executive in gross misconduct which is demonstrably and materially injurious to the Corporation or its affiliates; (iv) Executive's conviction of trust resulting in or intending pleading guilty or no contest to result in your material personal gain a felony; or your material enrichment at the expense of Block, the Company or any Affiliate, but in each case, excluding good faith disputes regarding your expense account or expense reimbursement; or 3. your material (v) a violation of Sections 5 Section 6 or 6 7 herein. For purpose of this Agreement which violation, if curable, is not cured by you within 30 days of the Company providing you with written notice of such material violation; or 4. the inability of Block, the Company and/or an Affiliate to participate, in whole or in part, in any current activity subject to governmental regulation and material to the business of Block, the Company and their Affiliates solely as the result of any willful action or inaction by you, as described in the last sentence Section 1(d), which action or inaction, if curable, is not cured by you within 30 days of the Company providing you with written notice of such action or inaction. For purposes of this Section 4(aparagraph (b), no act, act or failure to act, act by you will Executive shall be considered “"willful” " unless it is done, done or omitted to be done, done by you Executive in bad faith or and without reasonable belief that the Executive's action or omission was in the best interests of Blockthe Corporation or its affiliates. Any act, or failure to act, based upon (A) authority given pursuant to a resolution duly adopted by the Board or (B) based upon the advice of counsel for Block the Corporation shall be conclusively presumed to be done, or omitted to be done, by you Executive in good faith and in the best interests of the CompanyCorporation. The termination of your employment Cause shall not be deemed to be for Cause exist unless and until there shall have been the Corporation has delivered to you Executive, along with the Notice of Termination for Cause, a copy of a resolution duly adopted by the affirmative vote of not less than the majority three-quarters (3/4) of the entire membership of the Board (excluding Executive if Executive is a Board member) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to you and you are given an opportunity to be heard, together with your counsel, before the Board)purpose, finding that, that in the good faith opinion of the Board, you are guilty of the conduct described Board an event set forth in Section 4(a), clauses (i) - (v) above has occurred and specifying the particulars thereof in detail. The Board must notify Executive of any event constituting Cause within ninety (90) days following the Board's knowledge of its existence or such event shall not constitute Cause under this Agreement.

With or Without Cause. The Company may, at any time, in its sole discretion, may terminate your this Agreement and the Executive’s employment upon written notice with or without “Cause. .” For purposes of this Agreement, the term “Cause” means: 1. your commission means (i) the continued failure of an act that is materially and demonstrably detrimental Executive to Block, comply with the lawful directives of the Chairman or the Board (other than any such failure resulting from Executive’s incapacity due to physical or mental illness or any such failure subsequent to Executive being delivered a Notice of Termination without Cause by the Company or delivering a Notice of Termination for Good Reason to the Company) within 30 days after a written demand is delivered to the Executive by the Company specifying the failure; (ii) any Affiliateact by Executive of illegality, dishonesty or fraud in connection with the Executive’s employment; (iii) the willful engaging by Executive in gross misconduct which act constitutes gross negligence or willful misconduct by you in the performance of your material duties is demonstrably and materially injurious to Block, the Company or any Affiliateits affiliates; or 2. your commission (iv) Executive’s conviction of any material act of dishonesty or breach of trust resulting in pleading guilty or intending no contest to result in your material personal gain a felony; or your material enrichment at the expense of Block, the Company or any Affiliate, but in each case, excluding good faith disputes regarding your expense account or expense reimbursement; or 3. your material (v) a violation of Sections 5 Section 6 or 6 7 herein. For purpose of this Agreement which violation, if curable, is not cured by you within 30 days of the Company providing you with written notice of such material violation; or 4. the inability of Block, the Company and/or an Affiliate to participate, in whole or in part, in any current activity subject to governmental regulation and material to the business of Block, the Company and their Affiliates solely as the result of any willful action or inaction by you, as described in the last sentence Section 1(d), which action or inaction, if curable, is not cured by you within 30 days of the Company providing you with written notice of such action or inaction. For purposes of this Section 4(aparagraph (b), no act, act or failure to act, act by you will Executive shall be considered “willful” unless it is done, done or omitted to be done, done by you Executive in bad faith or and without reasonable belief that the Executive’s action or omission was in the best interests of Blockthe Company or its affiliates. Any act, or failure to act, based upon (A) authority given pursuant to a resolution duly adopted by the Board or (B) based upon the advice of counsel for Block the Company shall be conclusively presumed to be done, or omitted to be done, by you Executive in good faith and in the best interests of the Company. The termination of your employment Cause shall not be deemed to be for Cause exist unless and until there shall have been the Company has delivered to you Executive, along with the Notice of Termination for Cause, a copy of a resolution duly adopted by the affirmative vote of not less than the majority two-thirds (2¤3) of the entire membership of the Board (excluding Executive if Executive is a Board member) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to you and you are given an opportunity to be heard, together with your counsel, before the Board)purpose, finding that, that in the good faith opinion of the Board, you are guilty of the conduct described Board an event set forth in Section 4(a), clauses (i) - (v) above has occurred and specifying the particulars thereof in detail.

With or Without Cause. The Company may, at any time, in its sole discretion, terminate your employment upon written notice with or without Cause. For purposes of this Agreement, the term “Cause” means: 1. your commission of an act that is materially and demonstrably detrimental to Block, the Company or any Affiliate, which act constitutes gross negligence or willful misconduct by you in the performance of your material duties to Block, the Company or any Affiliate; or 2. your commission of any material act of dishonesty or breach of trust resulting in or intending to result in your material personal gain or your material enrichment at the expense of Block, the Company or any Affiliate, but but, in each case, excluding good faith disputes regarding your expense account or expense reimbursement; or 3. your material violation of Sections Section 5 or Section 6 of this Agreement which violation, if curable, is not cured by you within 30 days of the Company providing you with written notice of such material violation; or 4. the inability of Block, the Company and/or an Affiliate to participate, in whole or in part, in any current activity subject to governmental regulation and material to the business of Block, the Company and their Affiliates solely as the result of any willful action or inaction by you, as described in the last sentence Section 1(d)defined below, which action or inaction, if curable, is not cured by you within 30 days of the Company providing you with written notice of such action or inaction. For purposes of this Section 4(a), no act, or failure to act, by you will be considered “willful” unless it is done, or omitted to be done, by you in bad faith or without reasonable belief that the action or omission was in the best interests of Block. Any act, or failure to act, based upon (A) authority given pursuant to a resolution duly adopted by the Board or (B) the advice of counsel for Block shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Company. The termination of your employment shall not be deemed to be for Cause unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than the majority of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to you and you are given an opportunity to be heard, together with your counsel, before the Board), finding that, in the good faith opinion of the Board, you are guilty of the conduct described in Section 4(a), and specifying the particulars thereof in detail.