Exhibit 99.4
This
Agreement effective the 31st
day of October, 2005 (“Effective Date”), between Cognos Incorporated
(“Cognos” or the “Company”) and Xxxx Xxxxxxx
(“You”) is entered into (a) in recognition of the key role you play as a
senior member of the executive at Cognos and (b) to restate and amend the terms and
conditions of your employment with Cognos as of the Effective Date.
The parties agree as follows:
| 1.01 |
Cognos will employ you initially as Senior Vice President, Global Marketing working out
of the Boston, Massachusetts office and you accept that employment under the terms set
out in this Agreement. In the course of your employment and subject to your rights under
Section 12 of this Agreement, you may be appointed to other positions within the Company
or to positions with any one of the associated companies of Cognos and you may be
assigned additional or other duties. |
| 1.02 |
Subject to Section 12.03 and Schedule I and your rights as described therein, Cognos may
transfer you, on a temporary or permanent basis, change your duties, responsibilities, or
reporting relationships and the location of your employment, and those changes will not
affect any other provision of this Agreement. |
| 1.03 |
You will devote your full time and attention to the business and affairs of Cognos and
its affiliates and will not, without consent in writing of Cognos (which shall not to be
unreasonably withheld), undertake any other business or occupation or become a director,
officer, partner, employee or agent of any other company, firm or individual. |
| 1.04 |
You may, without the necessity of obtaining any consent, undertake activities of a
charitable or community nature and serve in any part-time or temporary post with any
charitable organization or professional association, as long as those activities, in the
sole discretion of Cognos, do not impair your ability to fulfill your obligations under
this Agreement. |
| 1.05 |
You will well and faithfully serve Cognos and its associated companies and use your best
efforts to promote their interests. |
| 2. |
Term: This Agreement replaces, in its
entirety, the employment agreement between
you and Cognos dated February 4, 2002, and any amendments to it. Your
employment with Cognos commenced on your start date of February 2, 2002 and
will continue until terminated by either you or the Company in accordance with
the provisions of this Agreement. No employment with a previous employer counts
toward your period of continuous employment with Cognos. |
35
| 3. |
Relocation: You acknowledge that Cognos carries on its operations worldwide and during
the course of your employment the location of your employment and reporting
arrangements may be changed by Cognos. Your relocation expenses will be
reimbursed in accordance with the prevailing Cognos policy in effect at that
time. |
| 4. |
Hours of Work: Your initial days and hours of work will be as agreed with your
manager. These days and hours are subject to change by Cognos to meet its
needs. You acknowledge that your duties may require extra or irregular hours to
meet or fulfill company requirements. If you are entitled to overtime pay under
the applicable laws, you cannot work overtime unless it is authorized by the
Company. |
| 5. |
Compensation & Performance Appraisal: |
| 5.01 |
Your annual compensation will be your current salary as of the
Effective Date (“Base Salary”), and will be reviewed subsequently in
accordance with prevailing Cognos practice and policies. Your Base Salary will be deemed
to accrue from day to day and will be payable in semi-monthly installments in accordance
with prevailing Cognos policies or practice. |
| 5.02 |
You have no contractual entitlement to any increased or additional compensation except in
strict compliance with your compensation plan and there is no right to the continuation
or renewal of any particular plan. You will be paid net of any statutory or authorized
deductions. You authorize Cognos to deduct from compensation payable to you or from any
expense reimbursement payable to you the full amount of any debts or advances owed by you
to Cognos. |
| 6. |
Travel & Expenses: Your duties may require you to travel away from home and
incur expenses in connection with that travel or other duties under this
Agreement. Cognos will reimburse you for all reasonable expenses incurred for
travel, accommodation and other incidental costs in accordance with the Company’s
prevailing travel and expenses policies in effect at the time the expense was
incurred. |
| 7.01 |
You will be eligible to receive all benefits generally available to Cognos U.S.-based
employees in comparable positions pursuant to the terms, conditions and limitations of
the Company’s applicable general policies. |
| 7.02 |
You will be entitled to annual vacation time of twenty (20) working days which must be
taken at a time best suited to the needs of Cognos, as determined by your immediate
superior. Otherwise, your vacation will be determined in accordance with the prevailing
Cognos vacation policy for its U.S.-based employees. |
| 8. |
Personnel Policies: In addition to the provisions of this Agreement, you will use
your best endeavors to adhere to all policies of general applicability to
Cognos employees. These policies do not create any contractual obligations on
the part of the Company to you, either express or implied, and you should not
consider or view these policies as any form of contract between you and the
Company. Cognos may amend or revoke the provisions of these policies as may be
necessary. |
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| 9. |
Confidential Information: |
| 9.01 |
During the course of your duties, you will acquire information about certain matters that
is confidential to Cognos (including, for the purpose of this Agreement, any affiliated
companies), and that is the exclusive property of Cognos, including, but not limited to:
(a) product design and development information, (b) names, addresses, buying habits and
preferences of current customers of Cognos as well as prospective customers, (c) pricing
and sales policies, techniques and concepts, and (d) trade secrets and other confidential
information concerning the business operations or affairs of Cognos, all of which
information is “Confidential Information” for the purposes of this
Agreement. You will not at any time, whether during or after the termination of your
employment for any reason, reveal to any person, company or entity any of the trade
secrets or Confidential Information of the Company, except as may be required in the
ordinary course of performing your duties as an employee of the Company to promote and
advance the business of the Company. This restriction shall not apply to (i) information
in the public domain through no fault of your own; (ii) information approved for release
by written authorization of the Company; (iii) information revealed to other employees of
the Company who need to know such confidential and/or trade secret information for the
purposes of their employment; or (iv) information that may be required by law or an order
of any court, agency or proceeding to be disclosed. |
| 9.02 |
You shall keep secret all matters entrusted to you and shall not use or attempt to use
any such information in any manner which may injure or cause loss or may be calculated to
injure or cause loss to the Company whether directly or indirectly. You acknowledge that
Confidential Information, if disclosed, could be used to the detriment of Cognos.
Accordingly, you will not disclose any Confidential Information to any third party
either: (a) during the term of your employment with Cognos (whether under this Agreement
or any predecessor or successor to it), except as may be necessary for you to properly
discharge your duties under this Agreement, or (b) following the termination of your
employment, however caused, except with the written permission of Cognos. Any obligations
of confidentiality arising under previous agreements with Cognos are continued and
amended to conform with the terms of this Agreement. The foregoing restriction does not
apply to any information or knowledge that becomes part of the public domain other than
by unauthorized disclosure by you. |
| 9.03 |
You agree that during your employment you shall not make, use or permit to be used any
notes, memoranda, reports, proposals, lists, correspondence, records, drawings,
specifications, sketches, blueprints, software programs, data or other materials of any
nature in any form, whether written, printed or in digital format or otherwise, relating
to any matter within the scope of the business of the Company or concerning any of its
dealings or affairs (“Company Documentation”) otherwise than for the
benefit of the Company. You agree that, after the termination of your employment for any
reason, you shall not use or permit to be used any such Company Documentation, it being
agreed that any of the foregoing shall be and remain the sole and exclusive property of
the Company and that immediately upon the termination of your employment for any reason
you shall deliver all of the foregoing, and all copies thereof, to the Company, at its
main office. |
| 9.04 |
You recognize that the Company has received and in the future will receive from third
parties their confidential or proprietary information subject to a duty on the Company’s
part to maintain the confidentiality of such information and to use it only for certain
limited purposes. You agree that you owe the Company and such third parties, during the
term of your employment and thereafter, regardless for the reason for the termination of
your employment, a duty to hold all such confidential or proprietary information in the
strictest of confidence and not to disclose it to any person, firm or corporation (except
as necessary in carrying out your work for the Company consistent with the Company’s
agreement with such third party) or to use it for the benefit of anyone other than for
the Company or such third party (consistent with the Company’s agreement with such
third party) without the express written authorization of the Company. |
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| 10. |
Inventions or Developments: |
| 10.01 |
If at any time or times during your employment, you shall (either alone or with others)
make, conceive, discover, reduce to practice or become possessed of any invention,
modification, discovery, design, development, improvement, process, software program,
work of authorship, documentation, publication, formula, data, technique, know-how, trade
secret or intellectual property right whatsoever or any interest therein (whether or not
patentable or registrable under copyright or similar statutes or subject to analogous
protection) (herein called “Developments”) that: (i) relates to the business of
the Company or any of the products or services being developed, manufactured or sold by
the Company or which may conveniently be used in relation therewith; (ii) results from
tasks assigned to you by the Company; or (iii) results from the use of premises or
personal property (whether tangible or intangible) owned, leased or contracted for by the
Company, such Developments and the benefits thereof shall immediately become the sole and
absolute property of the Company and its assigns, as works made for hire or otherwise.
You shall promptly disclose to the Company (or any persons designated by it) each such
Development. You hereby assign any rights (including, but not limited to, any inventions,
patentable subject matter, copyrights and trademarks) you may have or acquire in the
Developments and benefits and/or rights resulting therefrom to the Company and its
assigns without further compensation and shall communicate, without cost or delay, and
without disclosing to others the same, all available information relating thereto (with
all necessary plans and models) to the Company. |
| 10.02 |
You shall, during your employment and at any time thereafter, at the request and cost of
the Company, promptly sign, execute, make and do all such deeds, documents, acts and
things as the Company and its duly authorized officers may reasonably require: |
| |
(a) |
to apply for, obtain, register and vest in the name of the Company alone
(unless the Company otherwise directs) patents, copyrights, trademarks or other
analogous protection in any country throughout the world relating to a
Development and when so obtained or vested to renew and restore the same; and |
| |
(b) |
to defend any judicial, opposition or other proceedings in respect of such
applications and any judicial, opposition or other proceeding, petition or
application for revocation of any such patent, copyright, trademark or other
analogous protection. |
| 10.03 |
If the Company is unable, after reasonable effort, to secure your signature on any
application for patent, copyright, trademark or other analogous registration or other
documents regarding any legal protection relating to a Development, whether because of
your physical or mental incapacity or for any other reason whatsoever, you hereby
irrevocably designate and appoint the Company and its duly authorized officers and agents
as your agent and attorney-in-fact, to act for and on your behalf and stead to execute
and file any such application or applications or other documents and to do all other
lawfully permitted acts to further the prosecution and issuance of patent, copyright or
trademark registrations or any other legal protection thereon with the same legal force
and effect as if executed by you. |
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| 11. |
Computer Security: It is the policy of Cognos to adhere strictly to the licensing
conditions of any software that it uses. You are required to comply with this
policy. You will not copy or distribute for your own use or for the use of any
other person or company any software used or developed by Cognos without (a)
obtaining the authorization of your supervisor and (b) taking all reasonable
precautions to ensure that your use of the software neither corrupts nor
destroys any existing software or data. |
| 12.01 |
You may resign your employment voluntarily upon giving thirty (30) days prior written
notice to Cognos. Cognos may waive the said notice by providing you with pay in lieu of
notice. Upon resignation, you will have no entitlement to compensation except for unpaid
Base Salary and vacation earned to the effective date of resignation. All of your
benefits will cease upon the effective date of your resignation. For greater certainty,
termination by you for Good Reason shall not constitute a voluntary resignation. |
| 12.02 |
Cognos may terminate your employment at any time for Just Cause without notice or
compensation in lieu of notice except for unpaid Base Salary and vacation earned to the
date of termination. All of your benefits will cease immediately upon termination of your
employment for Just Cause. |
| 12.03 |
If your employment is terminated by Cognos without Just Cause (including constructive
dismissal) or you terminate your employment for any Good Reason, then the following
provisions shall apply: |
| |
(a) |
Cognos will continue to pay your monthly Base Salary and monthly payments equal
to one twelfth (1/12) of your base target bonus (without applying any
applicable adjustments for the overall corporate performance of Cognos
Incorporated such as pursuant to the “Share In Success
Program” of Cognos Incorporated in effect as of the Effective Date or any
replacement program), in each case less statutory deductions, for
eighteen (18) months from the date of termination. Cognos may elect to
pay this as a single lump sum payment; |
| |
(b) |
Cognos will continue, to the extent permitted by its carriers, all benefits for
eighteen (18) months from the date of termination. In the event that
Cognos cannot continue to provide any benefit, it shall compensate you
for the reasonable cost of your obtaining the said benefit to the extent
you can obtain such benefit from a similar carrier; |
| |
(c) |
You shall be entitled to be paid your target bonus as at the date of
termination (together with any applicable adjustments for the overall
corporate performance of Cognos Incorporated such as pursuant to the “Share
In Success Program” of Cognos Incorporated in effect as of the
Effective Date or any replacement program), pro-rated for the period up to the
date of termination of employment (such payment to be determined and
made at the times that Cognos generally determines and pays bonuses to
its Senior Executives); and |
39
| |
(d) |
Notwithstanding the terms of any plan or agreement to the contrary, all of your
entitlements or rights pursuant to any share option plan shall continue
to vest during the eighteen (18) month period following the date of termination,
and once vested shall be exercisable in accordance with the terms of the
applicable plan. |
| 12.04 |
In the event that your employment is terminated by Cognos without Just Cause or in the
event that you terminate your employment for Good Reason and if such termination by
Cognos or by you occurs on or within twelve (12) months following the date of any Change
of Control, then, notwithstanding the terms of any plan or agreement to the contrary, all
of your entitlements on rights pursuant to any share option plan shall automatically
become fully vested, and once vested shall be exercisable in accordance with the terms of
the applicable plan. |
| 12.05 |
The terms “Good Reason”, “Just Cause” and “Change
of Control” will have the meanings ascribed thereto in Schedule 1 of this
Agreement. |
| 12.06 |
Coincident with, or immediately following termination of your employment, for whatever
reason, you will surrender to Cognos any documents or electronic media containing
Confidential Information referred to in Section 9, as well as any other property of
Cognos in your control or possession (including without limitation: vehicles, access
passes, equipment, credit cards, keys, books, records, reports, files, manuals, and
literature) in good condition, normal wear and tear excepted. |
| 12.07 |
Except to the extent contemplated in Sections 12.03(a) and 12.03(c), above, you shall not
be entitled to any bonus or incentive payment which is not earned as of the date of
termination of your employment. |
| 12.08 |
Immediately following termination of your employment, for whatever reason, you will repay
any outstanding debts or advances owing by you to Cognos and you authorize Cognos to
deduct the amount of those debts or advances from any compensation amount payable to you
following your termination. For greater certainty, any unearned vacation taken will
constitute an advance owed by you to Cognos and any incentive payment, signing bonus or
payment of relocation and/or immigration expenses which becomes repayable due to
termination of employment, shall constitute a debt owed by you to Cognos. |
| 12.09 |
You will not at any time after termination of your employment represent yourself as being
in any way connected or interested in the business of Cognos or any of its group
companies worldwide. |
| 13. |
Non-Solicitation of Employees: You agree that you will not, during your employment
and for the period ending eighteen (18) months after the date your employment is
terminated, without the written consent of Cognos, directly or indirectly (a) employ or
retain as an independent contractor any employee of Cognos Incorporated or any subsidiary
or induce or solicit, or attempt to induce, any such person to leave his or her
employment, (b) contact or solicit any designated customers of Cognos Incorporated or any
subsidiary for the purpose of selling to those designated customers any products or
services which are the same as, or competitive with, the products or services sold or
licensed by Cognos Incorporated or any subsidiary. For the purpose of this section, a
“designated customer” means a person who was a customer of the Cognos
Incorporated or any subsidiary at any time during the twelve (12) months preceding the
date that your employment terminated. |
40
| 14. |
Non-Competition: You will not, during your employment and for the period ending twelve (12)
months after the date your employment is terminated, directly or indirectly or
in any manner whatsoever, including either individually, or in partnership,
jointly or in conjunction with any other person, or as principal, agent, owner,
consultant, contractor, employee, executive, officer, director, advisor or
shareholder: (a) be engaged in any undertaking, or (b) have any financial or
other interest (including an interest by way of royalty or compensation
arrangements) in or in respect of the business of any person which carries on a
business; or (c) accept employment with, advise, render or provide services to,
lend money to or guarantee the debts or obligations of any person or entity
that carries on a business or undertaking anywhere, that is in competition with
the products or services created, developed or under development, manufactured
or planning to be manufactured, marketed or planning to be marketed,
distributed or planning to be distributed, sold or planning to be sold, by
Cognos Incorporated or any subsidiary at the time of your termination or
within the six (6) month period prior to that date. Despite the above, you may
own not more than five percent (5%) of any class of securities of an entity,
the securities of which are listed on a recognized stock exchange or traded in
the over the counter market in the United States or Canada, that carries on a
business which is the substantially same as or which competes with the business
of Cognos Incorporated or any subsidiary. |
| 15. |
Non-Disparagement: In
further consideration of the amounts and rights granted or received or to be
granted or received under this Agreement, you will not, during the twelve (12)
month period following the termination of your employment (howsoever caused),
utter, publish or broadcast any statements that disparage Cognos Incorporated
(including its subsidiaries) or be critical in any manner or fashion of Cognos
Incorporated (including its subsidiaries) or its business, including without
limitation, its business strategy, products, management or employees. |
| 16. |
Legal Assistance: You will, during this Agreement and for a period two (2) years
following its termination (however caused), supply such information and render
such assistance as may be reasonably required by Cognos or any affiliated
company in connection with any legal or quasi-legal proceeding to which either
is or becomes a party. The foregoing will be at the full expense of Cognos,
including reasonable compensation and the expense of seeking advice of counsel
in relation to the proceedings. |
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| 17. |
Assignment of Rights: The Company shall have the right to assign this Agreement to its
successors and assigns, and all covenants and agreements hereunder shall inure
to the benefit of and be enforceable by said successors or assigns. You shall
not assign or transfer this Agreement or any rights or obligations hereunder
without the prior written consent of the Company, and any attempt to do so
shall be void and of no force and effect. |
| 18. |
Notices: Any
notice required or permitted to be given under this Agreement will be given in
writing by personal delivery, registered mail or by facsimile, to you at your
last known address and to Cognos at 00 Xxxxxxx Xxxx, Xxxxxxxxxx, XX 00000, to
the attention of Human Resources Manager. |
| 19. |
Severability: If
any provision or part of this Agreement is deemed, or found to be, void,
unenforceable or invalid by a court of competent jurisdiction, its remaining
provisions or parts will remain in full force and effect. |
| 20. |
Amendment of Agreement: Any amendment to or modification of this Agreement, or any
waiver of any provision hereof, shall be in writing and signed by the Company
or it will have no effect. Any waiver by the Company of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent
breach hereof. |
| 21. |
Governing Law: This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts and shall in all
respects be interpreted, enforced and governed under the internal and domestic
laws of such state, without giving effect to the principles of conflicts of
laws of such state. Any claims or legal actions by one party against the other
arising out of the relationship between the parties contemplated herein
(whether or not arising under this Agreement) shall be governed by the laws of
the Commonwealth of Massachusetts and shall be commenced and
maintained in any state or federal court located in such state, and you hereby
submit to the jurisdiction and venue of any such court. |
| 22. |
Construction: You
hereby agree that each provision herein shall be treated as a separate and
independent clause, and the unenforceability of any one clause shall in no way
impair the enforceability of any of the other clauses of the Agreement.
Moreover, if one or more of the provisions contained in this Agreement shall
for any reason be held to be excessively broad as to scope, activity, subject
or otherwise so as to be unenforceable at law, such provision or provisions
shall be construed by the appropriate judicial body by limiting or reducing it
or them, so as to be enforceable to the maximum extent compatible with the
applicable law as it shall then appear. You hereby further agree that the
language of all parts of this Agreement shall in all cases be construed as a
whole according to its fair meaning and not strictly for or against either of
the parties. The descriptive section heading herein have been inserted for
convenience only and shall not be deemed to define, limit, or otherwise affect
the construction of any provision hereof. |
| 23. |
Injunctive Relief: In the event of a breach of this Agreement, you agree that the
Company will not have an adequate remedy at law and that damages will not be
readily ascertainable. You further agree that any breach of this Agreement will
cause irreparable damage to the Company and that in the event of such breach
the Company shall have, in addition to any and all remedies at law, the right
to an injunction, specific performance or other equitable relief to prevent the
violation of your obligations hereunder. |
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| 24. |
Entire Agreement: Except as otherwise provided herein, this Agreement represents
the entire understanding among the parties with respect to the subject matter
of this Agreement, and this Agreement supersedes any and all prior and
contemporaneous understandings, agreements, plans, and negotiations, whether
written or oral, with respect to the subject matter hereof. |
IN WITNESS the parties have
executed this Agreement as a deed with effect as of the Effective Date.
COGNOS CORPORATION
| By: /s/
Xxxxx Xxxxx
|
|
Treasurer and Secretary |
|
November 15, 2005 |
| Xxxxx Xxxxx |
|
Title |
|
Date |
|
EMPLOYEE:
| /s/
Xxxx Xxxxxxx
|
|
November 3, 0000 |
| Xxxx Xxxxxxx |
|
Date |
|
|
| WITNESS: |
|
| /s/
Xxxx Jussup
|
|
November 3, 2005 |
| Name |
|
Date |
|
43
SCHEDULE 1
(DEFINITIONS)
| 1. |
“Change of Control” means: |
| |
i. |
Cognos Incorporated (hereinafter the “Corporation” for the purposes of
this Schedule) is amalgamated, merged, consolidated or reorganized into or with
another corporation or other legal person (excluding an Affiliate of the
Corporation), and as a result the holders of the voting shares immediately prior
to that transaction hold less than a majority of the voting shares after that
transaction; |
| |
ii. |
any individual, entity or group acquires or becomes the beneficial owner of,
directly or indirectly, more than 50% of the voting securities of the
Corporation, whether through acquisition of previously issued and outstanding
voting shares, or of voting shares that have not been previously issued, or any
combination thereof, or any other transaction of similar effect; |
| |
iii. |
the Corporation sells or otherwise transfers all or substantially all of its
assets to any other corporation or other legal person, and as a result the
holders of voting shares immediately prior to that transaction hold less than a
majority of the voting shares of the acquiring corporation or person immediately
after such transaction; |
| |
iv. |
more than 50% of the voting shares become subject to a voting trust; |
| |
v. |
a report is filed pursuant to the Canada Business Corporations Act or
under the Securities Act, Ontario or the Securities Exchange
Act of 1934, as amended, disclosing that any person (as defined in the
applicable legislation) has become the beneficial owner of securities
representing more than 50% of the voting shares; or |
| |
vi. |
if, during any period of two consecutive years, the individuals who at the
beginning of that period are the directors of the Corporation cease for any
reason to be at least a majority of the membership of the Board, unless the
election, or the nomination for election by the Corporation’s shareholders,
of each director of the Corporation first elected during that period was
approved by a vote of at least two-thirds of the directors then still in office
who were also directors of the Corporation at the beginning of that period. |
Provided that a Change in Control is
deemed not to occur solely because any one of the following entities either files or
becomes obligated to make a filing or submit a report contemplated above, namely: (i)
Corporation, (ii) an entity in which Corporation directly or indirectly beneficially owns
50% or more of the voting securities, (iii) any Corporation sponsored employee stock
ownership plan or any other employee benefit plan of Corporation, or (iv) any corporation
or legal person similar to the foregoing which is approved by the Board of Directors of
Corporation prior to the occurrence of the event that, absent such approval by the Board
of Directors of Corporation, would have constituted a Change in Control.
44
| 2. |
For the purposes of this agreement “Good Reason” means the occurrence of any of the
following: |
| |
i. |
Without your express written consent, the assignment to you of any duties
materially inconsistent with your position, duties and responsibilities with
Cognos, except in connection with the termination of your employment for Just
Cause or as a result of your death, disability or retirement; |
| |
ii. |
any material reduction in your annual Base Salary, benefits or perquisites, not
similarly applied to all senior executives of the Corporation; |
| |
iii. |
a material reduction in your ability to earn incentive compensation not
similarly applied to all senior executives of the Corporation excluding a
reduction caused by the failure of Cognos or you to meet incentive compensation
targets or goals; |
| |
iv. |
the failure to continue your participation in any share option, share purchase,
profit-sharing, bonus or other incentive compensation plan not similarly applied
to all senior executives of the Corporation unless a plan providing a
substantially similar opportunity is substituted; and |
| |
v. |
the location of the Cognos’ facilities where you are based being relocated
(a) more than 31 miles from its current location and (b) more than 31 miles
further from your residence. |
| |
i. |
the willful failure by you to perform your duties (other than by reason of any
bona fide disability) after having been notified by Cognos of the willful
failure and being given a reasonable opportunity to rectify and discontinue such
failure; |
| |
ii. |
your misconduct involving the property, business or affairs of Cognos, or in the
carrying out of your duties or your theft, fraud or dishonesty; |
| |
iii. |
your material breach of this Agreement; or |
| |
iv. |
any other conduct by you that would be determined by the courts of the
Commonwealth of Massachusetts to constitute just cause from time to time. |
45
