Definition of Cause

Definition of Cause. 6.1 Definition of Cause.

Definition of Cause. For all purposes under this Agreement, "Cause" shall mean, with respect to the Executive, the occurrence of one or more of the following events: (i) acts or omissions deemed by the Board to constitute gross negligence, recklessness, willful misconduct or dishonesty on the part of the Executive with respect to the Executive's obligations under this Agreement or otherwise relating to the business of the Company; (ii) the... Executive's willful, material breach of this Agreement or of the [Employment Agreement] [Offer Letter]; (iii) the Executive's conviction or entry of a plea of guilty or nolo contendere for fraud, misappropriation or embezzlement, or of any felony; (iv) the Executive's material breach of Executive's fiduciary duty toward the Company; (v) the Executive's material breach of any element of the Company's Confidential Information and Invention Assignment Agreement, including without limitation, the Executive's theft, dilution, or other misappropriation or careless treatment of the Company's proprietary information; (vi) the Executive's inability to perform all of the essential functions and duties of the Executive's position, with or without reasonable accommodation other than for reason of temporary illness; or (vii) the Executive's death. View More

Definition of Cause. For purposes of this Agreement, termination for Cause shall mean termination of Executive's employment by Wolverine because of: (i) a material breach by Executive of his fiduciary duties to Wolverine; (ii) Executive's failure or refusal to follow the Wolverine's written policies after being given written notice of said failure or refusal and failing to rectify same within 30 days; (iii) Executive's conviction of (and should Executive appeal said conviction, full adjudication of said... conviction), or plea of guilty, to a felony; and/or (iv) Executive's continuing and willful refusal to act as directed by the CEO or Chairman of the Board of Directors (other than refusal resulting from incapacity due to physical or mental illness), after written notice is delivered to Executive by the CEO or Chairman of the Board of Directors which specifically identifies said refusal and sets forth a plan of corrective action. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause hereunder unless and until there shall have been delivered to the Executive a termination notice from the Board of Directors that (x) states the Executive is being terminated for Cause, (y) indicates the subsection of this definition Wolverine is relying on and (z) provides reasonable detail of the facts providing the basis for that reliance and during a reasonable period to cure thereafter (at least 30 days) Executive has failed to cure in all material respects any default or other circumstance upon which the termination for Cause is proposed to be based. Such determination may only be made by the Board of Directors and Executive shall be permitted to respond and defend himself before the Board of Directors with legal counsel. The failure by Wolverine to include any fact in a termination notice that contributes to a showing of Cause does not preclude Wolverine from asserting that fact in enforcing its rights under this Agreement. View More

Definition of Cause. For purposes of this Agreement, "Cause" shall mean that Executive has committed, or there has occurred, one or more of the following events: (1) conviction of any felony or misdemeanor involving fraud against the Company or an act of dishonesty against the Company; (2) a finding by the Board, after a good faith and reasonable factual investigation, that Executive has engaged in gross misconduct; or (3) willful material violation or willful material breach of any Company written policy or... statutory, fiduciary, or contractual duty of Executive to the Company; provided, however, that in the event that any of the foregoing events occurs, the Company shall provide notice to Executive describing the nature of such event and Executive shall thereafter have ten (10) days to cure such event if such event is capable of being cured. Physical disability will not constitute Cause. View More