Executive Cause definition

Executive Cause means any of the following to which the Executive does not agree: (i) assignment --------------- to the Executive of duties or responsibilities, or the material diminution of duties or responsibilities, that are inconsistent with his position, duties, responsibilities or status as they exist at the commencement of the term of this Agreement; (ii) material change in the reporting responsibilities of the Executive; provided, however, that, notwithstanding the effect of changes on the Board under Section 12 hereof, changes in the identity of persons on the Board shall not be considered a change in reporting responsibilities for purposes of this Section, (iii) relocation of the Executive's physical office or of FGI's corporate offices to a site beyond a fifty (50) mile radius of its current location of Xxx Xxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx; (iv) failure by any of FGI's successors in interest to assume this Agreement in writing simultaneously with becoming a successor in interest; (v) failure of FGI to maintain Director's and Officer's insurance; or, (vi) a breach of any provision of this Agreement by FGI.
Sample 1Sample 2
Executive Cause means any of the following to which the Executive does not agree: (i) assignment to the Executive of duties or responsibilities, or the material diminution of duties or responsibilities, that are inconsistent with his position, duties, responsibilities or status as they exist at the commencement of the term of this Agreement; (ii) material change in the reporting responsibilities of the Executive; provided, however, that notwithstanding the effect of changes on the Board under Section 11 hereof, changes in the identity of persons on the Board shall not be considered a change in reporting responsibilities for purposes of this Section; or (iii) withdrawal from the Executive of his title as Chairman or a material breach of any provision of this Agreement by the Companies.
Sample 1Sample 2Sample 3
Executive Cause for termination of employment by the Executive shall only be deemed to exist if the Company has breached any material provision of this Agreement and if such breach continues or recurs more than thirty (30) days after notice from the Executive specifying the action which constitutes such breach and demanding its discontinuance, or if the Company is engaged in unlawful activity or requests the Executive to engage in unlawful activity.
Sample 1Sample 2

Examples of Executive Cause in a sentence

  • Notwithstanding the foregoing, to the extent that any of the events, actions or breaches set forth above are able to be remedied or cured by the Executive, Cause shall not be deemed to exist (and thus the Company may not terminate the Executive for Cause hereunder) unless the Executive fails to remedy or cure such event, action or breach within twenty (20) days after being given written notice by the Company of such event, action or breach.

  • The Consultant shall not assign any of its rights or interest in this Agreement, nor delegate any of its duties hereunder to any other person, firm, or entity without the express written consent of the City first being obtained.

  • Failure to attain such assent at least thirty (30) business days prior to the time a person or entity becomes a successor in interest to the Company shall be considered Executive Cause for termination of this Agreement in accordance with Section 5(d) hereof.

  • The FDA, as a condition of EXPAREL approval, has required us to study EXPAREL in pediatric patients.

  • The proposed final dividend, if approved by shareholders, will be 16.1p per share (£20.1 million in total) and payable on 20 October 2023 to all shareholders on the Register of Members on 29 September 2023, and with an ex-dividend date of 28 September 2023.

  • The Executive Notice shall specify the particulars of such Executive Cause and during the Executive Notice Period the Executive shall afford the Board of Directors of FCI an opportunity to discuss the particulars of such Executive Cause with the Executive and to cure such Executive Cause to the satisfaction of the Executive during the Executive Notice Period.

  • Incentive Pay shall be paid to Executive monthly and will be paid so long as Executive is employed by the Company and, in the event of the termination of Executive's employment with the Company, for the period specified in Section 7 below; provided, however, if the Executive has resigned without Executive Cause (as defined below) or been terminated for Company Cause (as defined below), the Company shall have no further obligation or liability thereafter with respect to Executive's Incentive Pay.

  • If such Executive Cause shall not be cured accordingly, Executive’s employment shall terminate upon expiration of the Executive Notice Period.

  • The Executive may terminate employment for Executive Cause immediately upon written notice to the Company stating the basis for such termination.

  • If the Executive voluntarily resigns Executive's employment hereunder without Executive Cause, or if Executive's employment is terminated for Company Cause, the Executive shall not be entitled to any severance pay or other compensation beyond the date of termination of Executive's employment.


More Definitions of Executive Cause

Executive Cause means any of the following: (i) Executive’s commission of willful fraud against, or willful theft of any assets or property of, the General Partner, the Partnership or their respective Subsidiaries, suppliers or customers; (ii) Executive’s conviction (or plea of nolo contendere) for any felony or any crime which involves moral turpitude; (iii) Executive’s material violation of the non-disclosure or confidentiality provisions of any employment or similar agreement with the Partnership or the General Partner; (iv) Executive’s substantial non-performance of his duties and obligations, whether pursuant to any employment or similar agreement with the Partnership or the General Partner or otherwise (other than due to death or disability); (v) Executive’s gross negligence; (vi) Executive’s willful misconduct in performing his duties; (vii) Executive willfully engaging in conduct that is demonstrably and materially injurious, monetarily or otherwise, to the General Partner, the Partnership, or their respective Subsidiaries; (viii) Executive’s willful violation of material written rules, regulations or policies of the General Partner or the Partnership; or (ix) failure to follow reasonable written instructions or directions from a majority of the General Partner’s Audit Committee to Executive that Executive’s failure to follow such instructions or directions could reasonably be expected to be materially injurious, monetarily or otherwise, to the General Partner or the Partnership, or their respective Subsidiaries.
Sample 1
Executive Cause means any of the following: (1) a material breach by the Company of its obligations to the Executive under this Agreement, which, if susceptible to cure, remains uncured, (2) a material demotion of his position with the Company, and (3) if Executive is required to relocate from the New Jersey area for other than a valid business purpose of the Company. If the Executive terminates this Agreement and his employment with the Company for Executive Cause after the expiration of the Company's right to cure the basis for such termination without having cured it, the Company shall have no other obligation to Executive except those obligations the Company would have pursuant to Section 4.4 hereof if the Company had terminated this Agreement and the Executive's employment without Cause.
Sample 1
Executive Cause means a termination of employment by Executive because of (a) the assignment to Executive of any significant duties materially inconsistent with Executive’s status as Chief Executive Officer of Employer or a substantial diminution in the nature of Executive’s responsibilities or Executive’s status, (b) a material breach by Employer of any material provision of this Agreement, or (c) a salary reduction in any amount. In order for Executive to terminate for Executive Cause, (A) Employer must be notified by Executive in writing within ninety (90) days of the event constituting Executive 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. Notwithstanding Section 3.4(i)(b) and (c), an across-the-board salary reduction similarly affecting Executive and all other executives of Employer shall not give rise to an Executive Cause.
Sample 1
Executive Cause means any of the following to which the Executive does not agree: (i) assignment to the Executive of duties or responsibilities, or the material diminution of duties or responsibilities, that are inconsistent with his position, duties, responsibilities or status as they exist at the commencement of the term of this Agreement; (ii) material change in the reporting responsibilities of the Executive; provided, however, that, notwithstanding the effect of changes on the Board under Section 11 hereof, changes in the identity of persons on the Board shall not be considered a change in reporting responsibilities for purposes of this Section, or (iii) a breach of any material provision of this Agreement by the Companies.
Sample 1

Related to Executive Cause

  • Employment Termination means the effective date of: (i) Executive’s voluntary termination of employment with the Company with Good Reason, or (ii) the termination of Executive’s employment by the Company without Good Cause.

  • For Cause means:

  • Voluntary Termination for Good Reason means the Employee voluntarily resigns after the occurrence of any of the following (i) without the Employee’s express written consent, a material reduction of the Employee’s duties, title, authority or responsibilities, relative to the Employee’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason;” (ii) without the Employee’s express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from the Employee’s then present location, without the Employee’s express written consent; (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

  • Constructive Termination Without Cause means a termination of the Executive's employment at his initiative as provided in this Section 10(c) following the occurrence, without the Executive's written consent, of one or more of the following events (except as a result of a prior termination):

  • Good Reason means:

  • Involuntary Termination of Employment means the Termination of Service by the Company or Subsidiary other than a termination for Cause, or termination of employment by a Participant Employee for Good Reason.

  • Employment Termination Date means, with respect to a Participant, the first day upon which the Participant no longer has an employment or service relationship with the Company or any Related Company.

  • Without Cause Termination or “Terminated Without Cause” means termination of the Executive’s employment by the Company other than due to death, disability, or Termination for Cause.

  • Qualifying Termination of Employment means a Participant’s Termination of Employment (i) by the Company without Cause or (ii) by the Participant with or without Good Reason or by reason of Retirement.

  • Constructive Termination means:

  • Involuntary Termination Without Cause means Executive’s dismissal or discharge other than for Cause. The termination of Executive’s employment as a result of Executive’s death or disability will not be deemed to be an Involuntary Termination Without Cause.

  • Termination for Good Reason means a Termination of Employment by Executive for a Good Reason.

  • Just Cause means:

  • Resignation for Good Reason means a Separation as a result of your resignation within 12 months after one of the following conditions has come into existence without your consent:

  • Termination for Cause means termination because of: (1) Executive's personal dishonesty, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, regulation (other than traffic violations or similar offenses), final cease and desist order or material breach of any provision of this Agreement which results in a material loss to the Institution or the Holding Company, or (2) Executive's conviction of a crime or act involving moral turpitude or a final judgement rendered against Executive based upon actions of Executive which involve moral turpitude. For the purposes of this Section, no act, or the failure to act, on Executive's part shall be "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interests of the Institution or its affiliates. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 8 hereof through the Date of Termination, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Institution, the Holding Company or any subsidiary or affiliate thereof, vest. At the Date of Termination, such stock options and related limited rights and any such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Termination for Cause.

  • Good Cause means:

  • Due Cause means any of the following events:

  • Voluntary Termination means termination by the Employee of the Employee's employment with the Company, excluding termination by reason of Employee's death or disability as described in Sections 2.5 and 2.6.

  • Termination of Employment means that the Executive ceases to be employed by the Company for any reason, voluntary or involuntary, other than by reason of a leave of absence approved by the Company.

  • For Good Reason as defined in Section 6.4.

  • Good Reason Termination means a termination of employment or service initiated by the Participant upon or after a Change of Control upon one or more of the following events:

  • Employment Period has the meaning set forth in Section 2.01.

  • Without Cause means a termination of the Executive’s employment by the Company other than for a termination for Cause or due to Disability.

  • Effective Termination Date has the meaning set forth in Section 10(b) hereof.

  • Disability or Disabled means that during the Elimination Period and your Own Occupation Period you are, as a result of Physical Disease, Injury, Mental Disorder, Substance Abuse or Pregnancy, unable to perform one or more of the Material Duties of your Own Occupation, and, due to such inability, your Work Earnings are less than 80% of your Indexed Predisability Earnings, and you are incapable of earning 80% or more of your Indexed Predisability Earnings. Your Work Earnings may be Deductible Income. See the “LTD Benefit Calculation” and “Deductible Income” sections.

  • Child with a disability means a child who, by reason of any of the following, needs special education and related services: