Good Cause Event definition

Good Cause Event means the occurrence of any of the following events without Employee’s express written consent: (i) Employer materially diminishes the scope of Employee’s authority, duties and responsibilities and her duties and responsibilities are not (A) in the same general level of seniority or (B) of the same general nature; (ii) Employer ceases to provide Employee with appropriate office accommodations and assistance (i.e., office accommodations and assistance substantially similar to what other similar-level executives receive); (iii) Employer relocates the principal office to which Employee is required to report to a location that is more than twenty (20) miles from the principal office to which Employee was required to report; or (iv) Employer reduces Employee’s Base Salary, bonus arrangement, or other material benefits (unless the change in benefit plans is taken generally with respect to all other similarly-situated peer executives and does not single out Employee).
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Good Cause Event means:
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Good Cause Event means (a) a good faith determination by the Board of Directors, after notice to Executive and opportunity by Executive to be heard, that Executive committed a fraud, misappropriation, embezzlement or theft against or from the Company or any of its subsidiaries, (b) conviction of Executive of a felony or (c) a good faith determination by the Board of Directors, after a ninety day warning and the opportunity to cure and to be heard by the Board of Directors, on substantial evidence that Executive was grossly negligent in carrying out, or unreasonably refused to serve or carry out, the duties and responsibilities of Executive's employment with the Company.
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Examples of Good Cause Event in a sentence

  • If Employee resigns from Employer other than by reason of a Constructive Discharge, a Good Cause Event, a Change in Management, as those terms are defined below, or a resignation pursuant to notice given during the thirty (30) days following the closing of the acquisition of Gambro Healthcare, Inc.

  • If, during the first two years of Employee’s employment, Kent Thiry is no longer the Chief Executive Officer, but there has not been a Constructive Discharge or Good Cause Event, Employee may still resign within 60 days from the occurrence of this event.

  • If Employee resigns within sixty (60) days following a Good Cause Event after a Change of Control (as those terms are defined below), Employee shall receive the severance benefits set forth above except that the Resignation Severance Period shall increase from eighteen months to two years.

  • If, during the first two years of Employee’s employment, Kent Thiry is no longer the Chief Executive Officer and Employee has resigned within sixty (60) days of a Constructive Discharge or Good Cause Event, the vesting schedule of her stock option grant shall be accelerated by one (1) year.

  • For purposes of the definition of a "Good Cause Event", an act or failure to act shall not be considered "willful" if done or omitted to be done in good faith and with a reasonable belief that the act or omission was in the best interest of ESCO.

  • The amount is based on approximately 8,072 million shares in issue as at 26 March 2015 which was paid on 19 June 2015.

  • Under the TBT agreement, conformity assessment refers to any direct or indirect procedure to determine that technical regulations or standards are met.

  • Executive’s resignation as a member of the Board or (B) the occurrence of a Director Good Cause Event (each a “ Forfeiture Event”).

  • RodriguezDisability— —— — ——Involuntary Termination for Other than Material Cause$1,200,0009 $2,000,00010— — —$3,200,000Resignation for Good Cause$1,200,0009 $2,000,00010— — —$3,200,000Resignation Following a Good Cause Event after aChange of Control$1,600,00011 $2,000,00010— — —$3,600,000Death — — — — — — Michael D.

  • If Employee resigns from Employer for reasons other than a Good Cause Event, Employee shall (i) be entitled to receive the base salary and benefits as set forth in Section 2.1 and Section 2.2, respectively, through the effective date of such termination and (ii) not be entitled to receive any other compensation, benefits, or payments of any kind, except as otherwise required by law or by the terms of any benefit or retirement plan or other arrangement that would, by its terms, apply.


More Definitions of Good Cause Event

Good Cause Event means the occurrence of the following events without Employee’s express written consent: (i) Employer materially diminishes the scope of Employee’s duties and responsibilities; or (ii) Employer materially reduces Employee’s base compensation. Notwithstanding the above, the occurrence of any such condition shall not constitute Good Cause unless the Employee provides notice to Employer of the Employment Agreement 3 existence of such condition not later than 90 days after the initial existence of such condition, and Employer shall have failed to remedy such condition within 30 days after receipt of such notice.
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Good Cause Event means the occurrence of any one of the following events:
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Good Cause Event means, as to any Participant, the occurrence of any of the following events:
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Good Cause Event means (a) an act or acts of personal dishonesty taken by Executive and intended to result in substantial personal enrichment of Executive at the expense of Mercantile, (b) repeated violations by Executive of Executive's obligations under this Agreement which are demonstrably willful and deliberate on Executive's part and which are not remedied in a reasonable period of time after receipt of written notice from Mercantile, or (c) the conviction of Executive of a felony involving moral turpitude.
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Good Cause Event means (a) an act or acts of personal dishonesty taken by Executive and intended to result in substantial personal enrichment of Executive at the expense of Mercantile, (b) repeated violations by Executive of Executive's obligations under this Agreement which are demonstrably willful and deliberate on Executive's part and which are not remedied in a reasonable period of time after receipt of written notice from Mercantile, or (c) the conviction of Executive of a felony involving moral turpitude.
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Related to Good Cause Event

  • Good Cause means:

  • Cause Event means (1) fraud, criminal conduct or willful misconduct by or on the part of the Dealer Manager, (2) a representation or warranty made by the Dealer Manager herein proving to be untrue in any material respect, or (3) a default in the due performance or observance by the Dealer Manager of any covenant or agreement contained in this Agreement and such default continuing unremedied for a period of 30 days after written notice thereof to the Dealer Manager by the Company.

  • Good cause exception means the issuance of a fingerprint

  • Good Reason means:

  • 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:

  • Constructive Termination means:

  • 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.

  • Constructive Termination Without Cause means the termination of the Executive’s employment at his initiative after, without the Executive’s prior written consent, one or more of the following events:

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

  • Voluntary Termination for Good Reason means that the Executive voluntarily terminates his employment after any of the following are undertaken without Executive’s express written consent:

  • For Cause means:

  • Involuntary Termination Without Cause means Executive’s dismissal or discharge by the Company 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 Cause or "Cause" shall mean termination because of the Executive's personal dishonesty, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, conviction of a felony with respect to the Bank or the Company or any material breach of this Agreement. For purposes of this Section, no act, or the failure to act, on the Executive's part shall be "willful" unless done, or omitted to be done, in bad faith and without reasonable belief that the action or omission was in the best interest of the Company or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Notwithstanding the foregoing, the 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 the 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, the 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.

  • 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.

  • Notice of Termination for Good Reason shall have the meaning set forth in Section 1(t).

  • Good Reason Event means (1) fraud, criminal conduct or willful misconduct by or on the part of the Company, (2) a representation or warranty made by the Company herein proving to be untrue in any material respect, or (3) a default in the due performance or observance by the Company of any covenant or agreement contained in this Agreement and such default continuing unremedied for a period of 30 days after written notice thereof to the Company by the Dealer Manager.

  • Involuntary Termination means a termination of your employment with the Company pursuant to either (i) a termination initiated by the Company without Cause, or (ii) your resignation for Good Reason, and provided in either case such termination constitutes a Separation from Service. An Involuntary Termination does not include any other termination of your employment, including a termination due to your death or disability.

  • 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.

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

  • Disability Termination means the termination of a Participant’s employment under the disability provisions of the Participant’s Employment Agreement or, if the Participant is not a party to an Employment Agreement, then as a result of a “Disability” as defined in the Plan.

  • Voluntary Termination means the termination by Executive of Executive's employment following a Change in Control which is not the result of any of clauses (i) through (v) set forth in the definition of Involuntary Termination above.

  • For Good Reason as defined in Section 6.4.

  • Just Cause means:

  • justifiable cause means: any failure or refusal to perform any of the duties pursuant to this Agreement or any breach of this Agreement by the Executive; Executive’s breach of any material written policies, rules or regulations which have been adopted by the Company; Executive’s repeated failure to perform his duties in a satisfactory manner; Executive’s performance of any act or his failure to act, as to which if Executive were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsidiaries or affiliates, or a crime or offense constituting a felony in the jurisdiction involved, would have occurred; any unauthorized disclosure by Executive to any person, firm or corporation of any confidential information or trade secret of the Company or any of its subsidiaries or affiliates; any attempt by Executive to secure any personal profit in connection with the business of the Company or any of its subsidiaries and affiliates; or the engaging by Executive in any business other than the business of the Company and its subsidiaries and affiliates which interferes with the performance of his duties hereunder. Upon termination of Executive’s employment for justifiable cause, this Agreement shall terminate immediately and Executive shall not be entitled to any amounts or benefits hereunder other than such portion of Executive’s annual base salary and reimbursement of expenses pursuant to Section 5 hereof as have been accrued through the date of his termination of employment.

  • Due Cause means any of the following events: