Employee Cause. Employee Cause" shall mean (a) a termination of employment by Employee because of a material breach by Employer of any material provision of this Agreement which remains uncorrected for thirty (30) days following notice of such breach by Employee to Employer, provided such termination occurs within sixty (60) days after the expiration of the notice period or (b) a termination of employment by Employee within six (6) months after a material reduction in Employee's rank or responsibility with Employer.
Employee Cause will exist if one of the following occurs: (A) a substantial and continuing diminution in the nature of Employee’s responsibilities (provided, however, that neither a change in Employee’s reporting relationship, nor a diminution in responsibilities as a result of Employer exercising its rights under Section 3.7 will trigger this provision); (B) a material breach by Employer of any material provision of this Agreement; (C) a material and continuing reduction in the aggregated total of Employee’s Base Salary, target Bonus percentage and target equity percentage; or (D) reassignment by the Company of the Employee’s principal place of employment to a location more than fifty (50) miles from his principal place of employment on the Effective Date, but excluding normal business travel consistent with Employee’s duties, responsibilities and position. For Employee to terminate for Employee Cause: (i) Employer must be notified by Employee in writing within 30 days of the date Employee becomes aware of the event that would allow Employee to terminate employment for Employee Cause, with such notice setting forth such event in reasonable detail; (ii) the event must remain uncorrected by Employer for 30 days following Employer’s receipt of such notice (the “Notice Period”); and (iii) such termination must occur within 30 days after the expiration of the Notice Period.
Employee Cause means a termination of employment by Employee for any reason or no reason within the ninety (90) calendar day period commencing twelve (12) calendar months after a Change of Control as defined in Section 7.2 of Employer; or a termination of employment by Employee because and within six months of: (a) a material breach by Employer of any material provision of this Agreement which remains uncorrected for thirty (30) days following written notice of such breach by Employee to Employer; (b) a material reduction in Employee's status, position, responsibilities, or compensation which remains unrestored for thirty (30) days following written notice of such occurrence by Employee to Employer; (c) any failure to employ, maintain, nominate, or elect Employee as President of Employer or as a member of the Board; (d) any failure to employ, appoint, or maintain Employee as Chief Executive Officer of Employer by no later than December 31, 2004; (e) an act causing or requiring Employee to report to anyone other than the Chief Executive Officer, the Board or a Committee or member of the Board; (f) an assignment of duties materially inconsistent with Employee's position and responsibilities described in this Agreement which is not promptly changed within ten (10) days of written notice by Employee to the Board of such material inconsistency; (g) the failure of an Employer to assign this Agreement, as permitted pursuant to Section 1.6, to any one or more Employer Successor; (h) material interference by any officer, employee, director, board of directors, member, partner, manager or other agent of any Dresser Entity (other than Employer) in Employee's performance of his duties hereunder or exercise of his authority as President (or, to the extent he is then CEO, as CEO) of Employer which, to the extent it is capable of correction, remains uncorrected for thirty (30) days following written notice of such breach by Employee to Employer; or (i) the failure to issue, within ninety (90) days of the Effective Date, stock options pursuant to and as described in the letter agreement attached as Exhibit A hereto, which is incorporated herein by reference in its entirety. Determination as to whether or not Employee Cause exists for termination of Employee's employment will be made by the Board at a meeting in which Employee shall have the right to present his case for the existence of Employee Cause with, at his election, the assistance of counsel. Any determination by the Board of Em...
Examples of Employee Cause in a sentence
Termination of Employee's employment by resignation other than for Employee Cause as described in Section 3.4(i).
Employee Termination For Cause" shall mean a termination of employment at the election of Employee when there is "Employee Cause".
Employee’s employment with Employer (a) shall be terminated prior to the end of the Term (i) upon the death of Employee, or (ii) upon Employee’s Permanent Disability (as defined below), and (b) may be terminated prior to the end of the Term (i) at any time by Employer upon notice to Employee, (ii) at any time by Employee upon thirty (30) days’ prior written notice to Employer, or (iii) at any time by Employee if Employee has Employee Cause and complies with the notice procedures described below.
Employee resigns for any reason other than having Employee Cause (as defined below in Section 3.3(a)(i)).
Equity awards granted to Employee under the foregoing plans shall include provisions that provide for accelerated vesting in the event of a Change in Control, upon termination of Employee’s employment by the Employer without Cause, or upon Employee’s resignation with Employee Cause (for purposes of this Section 2.2 only, each of “Change in Control,” “Cause” and “Employee Cause” to be as such terms are defined in the respective award agreements).
More Definitions of Employee Cause
Employee Cause. (as defined in Section 5 below) upon thirty (30) days prior written notice by the Employee to the Company, and such termination shall have the consequences set forth in the provisions of this Agreement. Furthermore, notwithstanding the first sentence of this Section 4, the parties agree that Employee's employment may be terminated by the Company for "Cause" (as defined in Section 5 below) at any time upon written notice by the Company to Employee, and such termination shall have the consequences set forth in the provisions of this Agreement. Finally, notwithstanding the first sentence of this Section 4, this Agreement also shall terminate immediately upon the death of Employee and shall terminate upon written notice by the Company to Employee in the event of Employee's "Disability" (as defined below). Upon termination of employment for any reason, Employee shall return immediately to the Company all documents, property, and other records of the Company, and all copies thereof, within Employee's possession, custody or control, including but not limited to any materials containing any Work Product, Trade Secrets or Confidential Information (as defined in Section 5 below) or any portion thereof. For purposes of this Agreement, the term "Disability" shall mean that Employee, at the time notice takes effect, has become eligible to receive immediately long- term disability benefits under the Company's long-term disability insurance plan or, if no such plan exists, under the federal Social Security program. In the event that Employee resumes the performance of substantially all of his Duties hereunder before the termination of his active employment under this Section 4 has become effective, the notice of termination shall automatically be deemed to have been revoked.
Employee Cause means the occurrence of any of the following events: (i) the Employee is no longer serving as the Vice President, Consumer Appliance Division of the Company, (ii) the Employee is directed to report to other than the Board of Directors or Chief Executive Officer of the Company, (iii) the Employee is not timely paid his compensation under this Agreement, (iv) the assignment to the Employee of any duties or responsibilities which are inconsistent with the status, title, position or responsibilities of Vice President, Consumer Appliance Division, (v) the Company materially breaches the terms of this Agreement, or (vi) a "Change of Control" (as defined below); provided however, that the aforementioned situations will not be deemed to constitute Employee Cause hereunder until such time as Employee has given written notice to the Board of Directors of the Company of the situation constituting Employee Cause and the Board of Directors of the Company has failed to cure such situation within thirty (30) days following receipt of such written notice.
Employee Cause means that the Company has (a) materially breached its obligations hereunder, (b) assigned the Employee without his consent to a position, responsibilities, or duties of a materially lesser status or degree of responsibility than his position, responsibilities, or duties as of the date of this Agreement, except as is permitted pursuant to Section 2 herein; or (c) required that the Employee be based anywhere other than the area set forth in Section 2.2, without the Employee’s consent; and Employee has given the Company written notice of the particulars in which the Company is claimed to have committed any of the foregoing acts, and the Company has failed within thirty days after receipt of such notice to cure.
Employee Cause will mean a termination of employment by Employee because of (i) a substantial and continuing diminution in the nature of Employee’s responsibilities or (ii) a material breach by Employer of any material provision of this Agreement. In addition to the notice required by Section 3.1(b)(ii), for Employee to terminate for Employee Cause, (x) Employer must be notified by Employee in writing within 30 calendar days after the date Employee becomes aware of the event that would allow Employee to terminate employment for Employee Cause, with such notice setting forth such event in reasonable detail (and the date such written notice is received is the “Notice Date”); (y) the event must remain uncorrected by Employer for 30 calendar days following the Notice Date (the “Notice Period”); and (z) such termination of employment by Employee must be effective within 30 calendar days after the expiration of the Notice Period.
Employee Cause means "Cause" as reasonably determined by the Chief Executive Officer.
Employee Cause means a termination of employment by Employee because of (a) the assignment to the Employee of any significant duties materially inconsistent with Employee's status as an officer of Employer or a substantial diminution in the nature of Employee's responsibilities or Employee's status, (b) a material breach by Employer of any material provision of this Agreement, (c) any illegal activity or breach of governmental laws, rules or regulations by the Employer or the Employer's Board of Directors in conjunction with the Employer's Entities or (d) resignation by Employee during the period beginning three-months and ending nine-months following the liquidation or sale of more than seventy-five percent of the First Reserve ownership in Employer or its successor or affiliates under common control. In order for Employee to terminate for Employee Cause, (A) Employer must be notified by Employee in writing within ninety (90) days of the event constituting Employee Cause, (B) the event must remain uncorrected by Employer for thirty (30) days following such notice (the "Notice Period") and (C) such termination must occur within sixty (60) days after the expiration of the Notice Period. An across-the-board salary reduction, but not below the minimum in Article 2.1, similarly affecting Employee and all other executives of Employer shall not constitute a material breach of this Agreement by Employer.
Employee Cause means, with respect to any employee of the Company or its Subsidiaries, "Cause" as such term is defined in any then-effective employment agreement of such employee with the Company or its Subsidiary, provided that in the event "Cause" is not defined in such employment agreement or such employee does not have such an employment agreement, "Employee Cause" shall mean "Cause" as reasonably determined by the Chief Executive Officer.