This page contains an example definition of Cause, followed by definitions with minor variations. You can view the differences between the example and variations by selecting the "Show Differences" option.
Cause. Means (i) the willful and continued failure by the Employee to substantially perform the Employee's duties with the Company (other than any such failure resulting from the Employee's incapacity due to physical or mental illness) for a period of at least ten days after a written demand for substantial performance is delivered to the Employee which specifically identifies the manner in which the Employee has not substantially performed his duties, or (ii) the willful engaging by the Employee in... misconduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of this Agreement, no act or failure to act on the Employee's part shall be considered "willful" unless done or omitted to be done by the Employee not in good faith and without reasonable belief that such action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Employee a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the Board of Directors of the Company at a meeting of the Board called and held for such purposes (after reasonable notice to the Employee and an opportunity for the Employee, together with the Employee's counsel, to be heard before the Board), stating that in the good faith opinion of the Board the Employee was guilty of conduct constituting Cause as set forth above and specifying the particulars thereof in detail.View More
Cause. Means termination by the Company or its affiliates of the Employee's employment means (i) the willful and continued failure by the Employee to substantially perform the Employee's duties with the Company or its affiliates (other than any such failure resulting from the Employee's incapacity due to physical or mental illness) for a period of at least ten that has not been cured within 30 days after a written demand for substantial performance is delivered to the Employee by the CEO, which demand... specifically identifies the manner in which the CEO believes that the Employee has not substantially performed his the Employee's duties, or (ii) the willful engaging by the Employee in misconduct conduct which is demonstrably and materially injurious to the Company, Company or its subsidiaries, monetarily or otherwise. For purposes of this Agreement, definition, no act act, or failure to act act, on the Employee's part shall be considered deemed "willful" unless done done, or omitted to be done done, by the Employee not in good faith and without reasonable belief that such action the Employee's act, or omission failure to act, was in the best interest of the Company. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Employee a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the Board of Directors of the Company at a meeting of the Board called and held for such purposes (after reasonable notice to the Employee and an opportunity for the Employee, together with the Employee's counsel, to be heard before the Board), stating that in the good faith opinion of the Board the Employee was guilty of conduct constituting Cause as set forth above and specifying the particulars thereof in detail. or its affiliates. View More
Cause. Means shall mean (i) the a willful and continued failure act of personal dishonesty taken by the Employee in connection with his responsibilities as an employee and intended to substantially perform result in substantial personal enrichment of the Employee's duties with Employee, (ii) Employee being convicted of, or pleading nolo contendere to, a felony that is materially and demonstrably injurious to the Company (other than any such failure resulting from Company, and (iii) following delivery... to the Employee's incapacity due to physical or mental illness) for a period Employee of at least ten days after a written demand for substantial performance is delivered to from the Employee Company which specifically identifies describes the manner in which basis for the Company's reasonable belief that the Employee has not substantially performed his duties, or (ii) the willful engaging continued violations by the Employee in misconduct which is demonstrably and materially injurious of the Employee's obligations to the Company, monetarily or otherwise. Company which are demonstrably willful and deliberate on the Employee's part. For the purposes of this Agreement, Section 5(a), no act or failure to act on the Employee's part shall be considered "willful" unless done or omitted to be done by the Employee not in good bad faith and without reasonable belief that such action the act or omission was in or not opposed to the best interest interests of the Company. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board of Directors of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done or omitted to be done in good faith and in the best interests of the Company. Notwithstanding anything herein to the foregoing, contrary, the Employee shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Employee a copy of a resolution, resolution duly adopted by the affirmative vote of not less than a majority three-quarters of the entire membership of the Board of Directors of the Company at a meeting of the Board called and held for such purposes the purpose (after reasonable notice to the Employee and an opportunity for the Employee, together Employee with the Employee's counsel, counsel to be heard before the Board), stating Board) finding that in the good faith opinion of the Board the Employee was guilty of conduct constituting Cause as set forth above and specifying the particulars thereof in detail. properly terminated for Cause. View More
Cause. Means means (i) the willful and continued failure by the Employee to substantially perform the Employee's duties with the Company (other than any such failure resulting from the Employee's incapacity due to physical or mental illness) for a period of at least ten days after a written demand for substantial performance is delivered to the Employee which specifically identifies the manner in which the Employee has not substantially performed his duties, or (ii) the willful engaging by the... Employee in misconduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of this Agreement, no act or failure to act on the Employee's part shall be considered "willful" unless done or omitted to be done by the Employee not in good faith and without reasonable belief that such action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Employee a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the Board of Directors President and CEO of the Company at a meeting of the Board called and held for such purposes (after reasonable notice to the Employee and an opportunity for the Employee, together with the Employee's counsel, to be heard before the Board), President and CEO), stating that in the good faith opinion of the Board President and CEO the Employee was guilty of conduct constituting Cause as set forth above and specifying the particulars thereof in detail. View More
Cause. Means means (i) the willful and continued failure by the Employee to substantially perform the Employee's duties with the Company (other than any such failure resulting from the Employee's incapacity due to physical or mental illness) for a period of at least ten days after a written demand for substantial performance is delivered to 'to the Employee which specifically identifies the manner in which the Employee has not substantially performed his duties, or (ii) the willful engaging by the... Employee in misconduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of this Agreement, no act or failure to act on the Employee's part shall be considered "willful" unless done or omitted to be done by the Employee not in good faith and without reasonable belief that such action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Employee a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the Board of Directors President and CEO of the Company at a meeting of the Board called and held for such purposes (after reasonable notice to the Employee and an opportunity for the Employee, together with the Employee's counsel, to be heard before the Board), President and CEO), stating that in the good faith opinion of the Board President and CEO the Employee was guilty of conduct constituting Cause as set forth above and specifying the particulars thereof in detail. View More
