Discharge For Cause

Discharge For Cause. Shall be construed to have occurred whenever occasioned by reason of felonious acts on the part of Employee, actions by Employee involving serious moral turpitude or his misconduct in such manner as to bring substantial and material discredit upon Employer, following the giving of thirty (30) days' written notice to Employee specifying the respect in which Employer claims Employee has violated this provision and the failure, inability or unwillingness of Employee to remedy the situation to the... satisfaction of Employer within said thirty-day period. In establishing whether a Discharge For Cause shall have occurred, the standard for judgment shall be the level of conduct by Employee and by other comparably situated executive officers prior to the alleged improper activity of Employee for which the Discharge For Cause has been made. View More

Discharge For Cause. Shall be deemed to have occurred only if, following the Change in Control, a Key Executive is discharged by Pactiv Companies from employment because: (1) the Key Executive has engaged in dishonesty or other serious misconduct related to the Key Executive's material duties as an employee of Pactiv Companies; or (2) the Key Executive... has willfully and continually failed (unless due to incapacity resulting from physical or mental illness) to perform the duties of his or her employment by Pactiv Companies after written demand for substantial performance is delivered to the Key Executive by Pactiv Companies specifically identifying the manner in which the Key Executive has not substantially performed such duties. Notwithstanding the foregoing, a Key Executive who, immediately prior to the Change in Control, is a member of Executive Group I shall not be deemed to have been Discharged for Cause under paragraph 1 or 2 above unless a written notice has been delivered to the Key Executive stating that the Pactiv Companies have 3 terminated the Key Executive's employment, which notice shall include a resolution, adopted by at least a three-quarter's vote of the Incumbent Board (after the Key Executive has been provided with reasonable notice and an opportunity, together with counsel, for a hearing before the entire Incumbent Board), finding that the Key Executive has engaged in the conduct set forth in paragraphs (1) or (2) of the preceding sentence. View More

Discharge For Cause. Shall mean the permanent termination of the Participant's employment from his or her Employer and any other Employer that is the result of (1) serious misconduct as an Employee, including, but not limited to, a continued 10 11 failure after notice to perform a substantial portion of his or her duties and responsibilities unrelated to illness... or incapacity, unethical behavior such as acts of self-dealing or self-interest, harassment, violence in the workplace, or theft; (2) the commission of a crime involving a controlled substance, moral turpitude, dishonesty, or breach of trust; or (3) the Employer being directed by a regulatory agency or self-regulatory agency to terminate or suspend the Participant or to prohibit the Participant from performing services for the Employer. The Corporation in its sole and absolute discretion shall determine whether a Participant has been Discharged for Cause, as provided for in this Section 6(a). View More

Discharge For Cause. The termination of a Participant's service as a director of the Corporation by reason of (i) the commission by such Participant of any act or omission that would constitute a crime under federal, state or equivalent foreign law, (ii) the commission by such Participant of any act of moral turpitude, (iii) fraud, dishonesty or other acts or omissions that result in a breach of any fiduciary or other material duty to the ... Corporation or (iv) continued alcohol or other substance abuse that renders such Participant incapable of performing his or her material duties to the satisfaction of the Corporation. View More

Discharge For Cause. Discharge for Cause shall be deemed to occur only upon a good faith determination by the Board that the termination of the employment by the Company of a Participant is necessary by reason of (i) the commission by such Participant of any act which, if successfully prosecuted by the appropriate authorities, would constitute a felony under state or federal law; (ii) such Participant's embezzlement or intentional misappropriation of any property of the Company; or (iii) such Participant's having... divulged, furnished or made accessible to anyone other than the Company, its directors, officers, employees, auditors and legal advisors, otherwise than in the regular course of the business of the Company, any confidential knowledge or information relating to the customers, employees, operations, financial condition, revenues or projections of the Company, other than information in the public domain which has not been improperly disclosed by such Participant. Such determination by the Board may be made only after reasonable written notice to such Participant from a member of the Board setting forth details of the allegations which may constitute Discharge for Cause and after an opportunity for such Participant, together with his counsel, to be heard by the Board. View More

Discharge For Cause. Means action by the Board to terminate the Executive's employment with the Corporation as a result of (a) Executive's incompetence or substantial dereliction of duty (other than any such failure resulting from the Executive's incapacity due to physical or mental illness); or (b) Executive's conviction of a felony or willful engagement by the Executive in illegal conduct or gross misconduct; or ... (c) Action or inaction by the Executive as an executive officer of the Corporation which, in the Board's good faith determination, was 103 (i) reckless or intentional and (ii) significantly detrimental to the best interest of the Corporation; or (d) Executive's habitual drunkenness, addiction to narcotics or any intentionally self-inflicted injury. View More

Discharge For Cause. For purposes of this Agreement, the termination of Executive's employment shall be deemed to be a "Discharge for Cause" only upon termination as a result of: (i) An act of dishonesty on the part of Executive constituting a felony and resulting or intended to result directly or indirectly in gain or personal enrichment of Executive at the expense of Pacific; (ii) A deliberate act of proven fraud having a material adverse impact on the business or consolidated... financial condition or results of operations of Pacific and its subsidiaries; or (iii) The deliberate and continuing failure to comply with applicable laws and regulations having a material adverse impact on the business. View More

Discharge For Cause. Shall mean the Participant's Separation From Service because of (a) the Participant's willful and continued failure to substantially perform his duties (other than any such failure resulting from his incapacity due to physical or mental illness), after a demand for substantial performance is delivered to him by the Company which specifically identifies the manner in which the Company believes he has not substantially performed his duties; (b) any... willful act of misconduct by the Participant which is materially injurious to the Company, monetarily or otherwise; (c) a criminal conviction of the Participant for any act involving the business and affairs of the Company; (d) a criminal conviction of the Participant for commission of a felony; or (e) the removal of the Participant by a regulatory agency. For purposes of this definition, no act or failure to act on the Participant's part will be considered "willful" unless done or omitted by him not in good faith and without reasonable belief that his act or omission was in the best interest of the Company. View More

Discharge For Cause. Means the involuntary termination of your employment with the Company and its subsidiaries or a successor entity because of an event involving moral turpitude or dishonesty, a gross failure or negligence on your part in performing your expected duties, a violation of the Company's substance abuse or compliance policies, or willful misconduct or action by you that is damaging or detrimental to the Company. A determination by the Company that a termination is a Discharge for Cause will be... conclusive and binding. View More