Discharge for Cause means a discharge resulting from Employee having (i) committed any act involving moral turpitude, dishonesty, or fraud that, in the good faith opinion of Company, causes a material harm to Company, (ii) failed or refused to follow legal and reasonable policies or directives established and previously given to Employee in writing by Company, (iii) willfully failed to attend to his duties after ten (10) days prior written notice of failure to so act, (iv) committed acts amounting to gross negligence or willful misconduct to the material detriment of Company, or (v) otherwise materially breached any of the terms or provisions of this Agreement after ten (10) days prior written notice of such material breach and failure to cure such breach. Employee shall be deemed to have been discharged for cause upon delivery to Employee of a "Notice of Termination" stating the "Date of Termination" and specifying the particulars of the conduct justifying discharge for cause. Furthermore, if the Employee is terminated without cause, then the Company agrees, if requested by Employee for the sole purpose of exercising any vested options that Employee has the right to exercise, to loan to the Employee an amount equal to (i) the full exercise price of all vested options that the Employee has the right to exercise less (ii) the par value of such shares as are to be exercised. The terms of the loan shall be that it shall be (a) secured by the stock to be purchased, (b) be otherwise non-recourse to the Employee, (c) bear interest at the prime rate of interest as published from time to time in The Wall Street Journal, and (d) be fully due and payable, principal and interest, two (2) years from the date of termination.
Discharge for Cause means the termination (whether by the Participant or the Employer) of a Participant’s employment from his or her Employer and any other Employer that is the result of (1) serious misconduct as an Employee, including, but not limited to, a continued failure after notice to perform a substantial portion of his or her duties and responsibilities unrelated to illness or incapacity, unethical behavior such as acts of self-dealing or self-interest, harassment, violence in the workplace, or theft; (2) the commission of a crime involving a controlled substance, moral turpitude, dishonesty, or breach of trust; or (3) the Employer being directed by a regulatory agency or self-regulatory agency to terminate or suspend the Participant or to prohibit the Participant from performing services for the Employer. The Corporation in its sole and absolute discretion shall determine whether a Participant has been Discharged for Cause, as provided for in this Section 2.1(k), provided, however, that for a period of two years following a Change of Control, any determination by the Corporation that an Employee has been Discharged for Cause shall be set forth in writing with the factual basis for such Discharge for Cause clearly specified and documented by the Corporation.
Discharge for Cause means termination of employment for any one or more of the following: (i) gross negligence or willful misfeasance demonstrated by Executive in the performance of his duties; (ii) refusal by Executive to perform ethical and lawful duties assigned by the Board of Directors or the Company’s Chief Executive Officer that continues uncured for fifteen (15) days following receipt of written notice from a majority of the Board of Directors, the Company’s Chief Executive Officer, or the Compensation Committee; (iii) Executive engaging in any act of fraud or embezzlement which adversely affects the Company or any of its Affiliates (including, without limitation, the reputation of the Company or any of its Affiliates); (iv) Executive engaging in any act of dishonesty the purpose or effect of which adversely affects the Company or any of its Affiliates (including, without limitation, the reputation of the Company or any of its Affiliates); (v) Executive breaching in any material respect any provision contained in Section 3.2, 4.7 or 4.8 of this Agreement, which such breach is not cured within thirty (30) days after receipt of written notice from the Board of Directors (provided, however, such cure period shall not apply to any breaches of Sections 4.7 or 4.8); (vi) Executive’s commitment of a felony or entering into a plea of guilty or nolo contendere (or its equivalent) to a felony; (vii) Executive’s commencement of employment with another company while he is an employee of the Company without the prior consent of the Board of Directors, (vii) any act of Executive involving moral turpitude that adversely affects Executive’s ability to serve the Company, (viii) Executive’s violation of any federal, state or local law or regulation applicable to the Company, an Affiliate or their respective businesses that causes material injury to the Company or any of its Affiliates (including, without limitation, the reputation of the Company or any of its Affiliates) or Employee’s intentional or knowing violation of any law or regulation applicable to the Company; or (ix) Executive’s conduct that constitutes a material breach of any statutory or common law duty of loyalty to the Company or any of its Affiliates.
Examples of Discharge for Cause in a sentence
Discharge for Cause or Quit: Employees who are discharged for cause or quit shall be paid not later than the next regular pay period.
Upon thirty (30) days written notice by Employer to Employee outlining the reason for any Discharge for Cause; provided, however, Employee shall have thirty (30) days following the receipt of such notice to cure such reasons for Discharge for Cause.
If Executive’s employment is terminated by the Company as a Discharge for Cause, the Company has no further obligation of compensation to the Executive hereunder, except for payment of any base salary compensation, any accrued or vested benefits, and out of pocket expense reimbursement earned (pursuant to Sections 3(a), (b), (c) and (d) respectively) and unpaid through the effective date of termination, which, except as otherwise required by law, shall be a date selected at the discretion of the Company.
If during the Term, Employee engages in other material work activities in breach of this Section 5.3 for compensation or other consideration, or receives compensation for activities associated with Employee's employment hereunder from sources other than Employer, it shall be grounds for Discharge for Cause.
If the Participant dies after separation from employment with the Company, but while the Option is exercisable in accordance with subsections (b)(1) ("Voluntary Separation and Discharge for Cause") through (b)(5) ("Disability") above, the Participant's beneficiary may exercise the Option to the extent that the Option has become exercisable in accordance with such subsections.
More Definitions of Discharge for Cause
Discharge for Cause means termination of the Employee’s employment by the Employing Company due to:
Discharge for Cause means the termination of the Participant’s employment with the Company because of (a) the Participant’s willful and continued failure to substantially perform his duties (other than any such failure resulting from his incapacity due to physical or mental illness), after a demand for substantial performance is delivered to him by the Company which specifically identifies the manner in which the Company believes he has not substantially performed his duties; (b) any willful act of misconduct by the Participant which is materially injurious to the Company, monetarily or otherwise; (c) a criminal conviction of the Participant for any act involving the business and affairs of the Company; (d) a criminal conviction of the Participant for commission of a felony; or (e) the removal of the Participant by a regulatory agency. For purposes of this definition, no act or failure to act on the Participant’s part will be considered “willful” unless done or omitted by him not in good faith and without reasonable belief that his act or omission was in the best interest of the Company.
Discharge for Cause means an Employee’s termination of employment by a Participating Company due to such Employee’s willful misconduct or gross negligence in respect of his or her duties of employment with the Participating Company including, but not limited to, conviction for a felony or perpetration of a common law fraud, which has resulted in or is likely to result in material economic damage to a Participating Company.
Discharge for Cause means a discharge resulting from Employee having (i) failed or refused to follow legal and reasonable policies or directives established and previously given to Employee in writing by Company, (ii) willfully failed to attend to his duties after ten (10) days prior written notice of failure to so act, (iii) committed acts amounting to gross negligence or willful misconduct to the material detriment of Company, or (iv) otherwise materially breached any of the terms or provisions of this Agreement after ten (10) days prior written notice of such material breach and failure to cure such breach. Employee shall be deemed to have been discharged for cause upon delivery to Employee of a "Notice of Termination" stating the "Date of Termination" and specifying the particulars of the conduct justifying discharge for cause.
Discharge for Cause means termination of employment for material misrepresentation, embezzlement, or dishonesty of Employee with respect to the Business of Employer; intoxication or illegal drug use which materially interferes with Employee's job performance; excessive absenteeism which, in Employer's reasonable determination, materially and adversely interferes with Employee's ability to perform Employee's duties; gross insubordination; conviction of a felony adversely affecting Employee's ability to carry on Employee's normal duties; breach of Employee's covenant to provide Employee's exclusive services to Employer; or Employee's other material breach of this Employment Agreement.
Discharge for Cause means termination of employment for any one or more of the following: (i) willful misfeasance or nonfeasance by Employee with respect to Employee’s assigned duties, which includes not following the reasonable written direction of the Board of Directors or any committee thereof or the Company’s Chief Executive Officer (other than by reason of Permanent Disability), or repeated intentional refusal by Employee to perform Employee’s assigned duties (other than by reason of Permanent Disability) which in each case continues uncured for thirty (30) days following receipt of written notice from the Board of Directors or the Compensation Committee thereof; (ii) such Employee personally engaging in illegal conduct or any act of moral turpitude (other than minor traffic violations) which reasonably could be expected to harm the Company; (iii) such Employee breaching in any material respect any provision of this Agreement (other than by reason of Permanent Disability) which continues uncured for thirty (30) days following receipt of written notice of such breach from the Board of Directors or the Compensation Committee thereof, except that any breach of Sections 4.7 or 4.9 shall not require either written notice or an opportunity to cure; or (iv) such Employee’s commencement of employment with another company while he is an employee of the Company without the prior consent of the Board of Directors, other than with respect to Permitted Activities.
Discharge for Cause means termination of Executive’s employment by the Company for any one or more of the following:
i. Executive's failure to perform Executive's duties consistent with Executive’s position under this Agreement (other than any such failure resulting from incapacity due to physical or mental illness);
ii. the Company’s reasonable determination that Executive failed to comply with any valid and legal directive from the Chief Executive Officer or the Board consistent with Executive’s position and duties under this Agreement;
iii. Executive's commission of an act constituting dishonesty, embezzlement, misappropriation, or fraud in the course of Executive’s performance of duties and responsibilities under the Agreement;
iv. Executive's commission, indictment, plea of no contest, plea of nolo contendere, or imposition of an un-adjudicated probation for any felony or crime involving moral turpitude;
v. Executive's breach of a material provision of this Agreement, receiving notice from the Company specifically identifying Employee’s violation, and if curable in the reasonable discretion of the Company, the Executive being given ten (10) days’ notice to cure such breach, and Executive has failed to remedy such breach within the ten (10) day period;
vi. Executive’s violation of any Company policies that are written or otherwise communicated to the Executive, receiving notice from the Company specifically identifying Executive’s breach, and if curable in the reasonable discretion of the Company, the Executive being given ten (10) days’ notice to cure such violation, and Executive has failed to remedy such violation within the ten (10) day period;
vii. Executive's engagement in conduct that brings or is reasonably likely to bring the Company negative publicity or into public disgrace, embarrassment, or disrepute;
viii. Executive’s unlawful use (including being under the influence) or possession of illegal drugs on the Company’s (or any of its Affiliate’s) premises or while performing Employee’s duties and responsibilities under this Agreement; or
ix. Executive’s commencement of employment or engagement with another company or enterprise while Executive is an employee of the Company without the prior consent of the Board of Directors. Unless specifically required, notice is not required for Discharge for Cause prior to termination by the Company.