proper cause definition

proper cause means an Executive is in default ------------ in a material respect in the performance of Executive's obligations, services or duties hereunder, which shall include, without limitation: (i) Executive's willful disregard of the lawful written instructions of the Executive Committee or the Board of Directors concerning the performance of his duties within the scope hereof; (ii) Any conduct of the Executive which is materially inconsistent with the published policies of the Company, as promulgated from time to time and which are generally applicable to all senior executives; or (iii) Executive's breach of any other material provision of this Agreement, provided, however, that Executive shall be given written notice of -------------- such default and a reasonable opportunity to cure such default. An event giving rise to termination of the Executive's employment, whether for Just Cause or Proper Cause, shall henceforth be referred to as "Termination Events."

proper cause means that Employee has been convicted of any crime involving larceny, embezzlement, conversion or any other act involving the misappropriation of Company funds in the course of his employment. For a period of one year following the Effective Date, the Employee shall not be deemed to have been terminated for proper cause unless and until there has been delivered to the Employee a copy of a resolution duly adopted by the affirmative vote of not less than 80% of the entire membership of the board of directors of the Company (excluding the Employee if the Employee is at the time a director of the Company) at a meeting of the board called and held for the purpose (after reasonable notice to the Employee), finding that in the good faith opinion of the board the Employee's conduct constituted proper cause and specifying the particulars thereof. The date on which such resolution is given to the Employee shall be the effective date of any termination pursuant to this section 8(c).

proper cause means (i) the willful and continued failure by NMK to substantially perform his duties with the Company (other than any such failure resulting from the NMK's incapacity due to physical or mental illness or any such actual or anticipated failure resulting from termination by NMK for Good Reason) after a written demand for substantial performance is delivered to NMK by the trustees of the Company, which demand specifically identifies the manner in which the trustees believe that NMK has not substantially performed his duties, or (ii) the willful engaging by NMK in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of this subsection 7(c), no act, or failure to act, on NMK's part shall be deemed "willful" unless done, or omitted to be done, by NMK otherwise than in good faith and in a manner that NMK reasonably believed was in or not opposed to the best interests of the Company and its shareholders. Notwithstanding the foregoing, NMK shall not be deemed to have been terminated for proper cause unless and until there shall have been delivered to NMK a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of all of the trustees of the Company at a meeting of the trustees called and held for such purpose (after reasonable notice to NMK and an opportunity for him, together with counsel of his choosing, to be heard before the trustees not less than ten (10) business days after the giving of such notice), finding that in the good faith opinion of the trustees, NMK conducted himself as set forth above in clause (i) or (ii) of the first sentence of this Paragraph 7(c) and specifying the particulars of such conduct in detail. Upon termination of NMK's term of employment under this Agreement for proper cause, the Company shall pay NMK's salary through the Date of Termination and shall have no further obligations to NMK under this Agreement.

More Definitions of proper cause

proper cause means: (a) the commission by Executive of a material breach of any of the provisions of this Agreement; (b) misappropriating any funds or property of the Company or any of its subsidiaries; or (c) unreasonable neglect or refusal to perform the duties assigned to Executive under or pursuant to this Agreement after not less than ten (10) days notice to Executive of the claimed neglect or refusal and his failure to correct the same (or take active steps to do so if it is not reasonable to accomplish within such period).

proper cause and only in any of the following circumstances:

proper cause shall exclusively mean that the Executive has:

proper cause means that the Executive has: (1) willfully refused or failed to carry out specific directions of the Board, the Chairman of the Board and/or the President of the Company which directions are not inconsistent with the duties and responsibilities set forth in Section 1 hereof, or willfully refused or failed to perform a material part of such duties and responsibilities hereunder; (2) committed a breach of any of the provisions of Section 8, 9 or 10 of this Agreement; (3) acted fraudulently or dishonestly in his relations with the Company; (4) been convicted of a felony involving an act of moral turpitude, fraud or misrepresentation; (5) engaged in the use of illegal substances or alcohol, which use has impaired the Executive's ability to perform his duties and responsibilities; or

proper cause means that Consultant has:

proper cause means: (a) conviction of the Employee for a felony or misdemeanor involving moral turpitude; (b) failure or refusal by the Employee to faithfully or diligently perform the duties reasonably required by the Bank; or (c) any act by the Employee which, under Federal law or regulation, disqualifies the Employee from serving as an officer of the Bank. 13. The laws of the Commonwealth of Virginia shall govern this Agreement. 14. This Agreement may not be altered, amended or revoked except by a written agreement signed by the Bank and Employee. 15. This Agreement shall be binding upon and shall inure to the benefit of any successor entity of the Bank. 16. Where appropriate in this Agreement, words used in the singular shall include the plural and words used in the masculine shall include the feminine.

proper cause means: (a) conviction of the Employee for a felony or misdemeanor involving moral turpitude; (b) failure or refusal by the Employee to faithfully or diligently perform the duties reasonably required by the Bank; or (c) any act by the Employee which, under Federal law or regulation, disqualifies the Employee from serving as an officer of the Bank.