For Cause
Example Definitions of "For Cause"
For Cause. In the context of a basis for termination of your employment with the Company, that: 9.1.1 you breach any obligation, duty or agreement under this Agreement, which breach is not cured or corrected within 15 days of written notice thereof from the Company; or 9.1.2 you commit any act of personal dishonesty, fraud, breach of fiduciary duty or trust; or 9.1.3 you are convicted of, or plead guilty or nolo contendere with respect to, theft, fraud, a crime involving moral turpitude, or a felony under
... federal or applicable state law; or 9.1.4 you commit any act of personal conduct that, in the reasonable opinion of the Board, gives rise to a material risk of liability under federal or applicable state law for discrimination or sexual or other forms of harassment or other similar liabilities to subordinate employees; or 9.1.5 you commit continued and repeated substantive violations of specific written directions of the Board, which directions are consistent with this Agreement and your position as Executive Chairman, or continued and repeated substantive failure to perform duties assigned by or pursuant to this Agreement; provided that no discharge shall be deemed For Cause under this subsection 9.1.5 unless you first receive written notice from the Company advising you of the specific acts or omissions alleged to constitute violations of written directions or a material failure to perform your duties, and such violations or material failure continue after you shall have had a reasonable opportunity to correct the acts or omissions so complained of; or 9.1.6 you engage in conduct that is demonstrably and materially injurious to the Company Group (as defined below), or that materially harms the reputation or financial position of the Company Group (as defined below), unless the conduct in question was undertaken in good faith on an informed basis with due care and with a rational business purpose and based upon the honest belief that such conduct was in the best interest of the Company Group (as defined below); or 9.1.7 you are found liable in any Securities and Exchange Commission (SEC) or other civil or criminal securities law action or entering any cease and desist order with respect to such action (regardless of whether or not you admit or deny liability) where the conduct that is the subject of such action is demonstrably and materially injurious to the Company Group (as defined below); or 9.1.8 you (i) obstruct or impede, (ii) endeavor to influence, obstruct or impede, or (iii) fail to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an Investigation) (however, your failure to waive attorney-client privilege relating to communications with your own attorney in connection with an Investigation shall not constitute Cause); or 9.1.9 you made any material misrepresentations (or omissions) in connection with your resume and other documents which may have been provided by you, and oral statements regarding your employment history, education and experience, in determining to enter into the Agreement.
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For Cause.
In Shall mean, in the context of a basis for termination of your employment with the
Company, that: Company: 9.1.1
you any breach
any of an obligation, duty or agreement under this Agreement, which breach is not cured or corrected within 15 days of written notice thereof from the Company; or 9.1.2
you commit Committing any act of personal dishonesty, fraud, breach of fiduciary duty or trust; or 9.1.3
you are convicted conviction of, or plead guilty or nolo contendere with respect to, theft,
... fraud, a crime involving moral turpitude, or a felony under federal or applicable state law; or 2 9.1.4 you commit commitment of any act of personal conduct that, in the reasonable opinion of the Board, gives rise to a material risk of liability under federal or applicable state law for discrimination or sexual or other forms of harassment or other similar liabilities to subordinate employees; or 9.1.5 you commit commitment of continued and repeated substantive violations of specific written directions of the Board or Chairman of the Board, which directions are consistent with this Agreement and your position as Executive Chairman, President and Chief Operating Officer, or continued and repeated substantive failure to perform duties assigned by or pursuant to this Agreement; provided that no discharge shall be deemed For Cause under this subsection 9.1.5 subsection; 9.1.6 unless you first receive written notice from the Company advising you of the specific acts or omissions alleged to constitute violations of written directions or a material failure to perform your duties, and such violations or material failure continue after you shall have had a reasonable opportunity to correct the acts or omissions so complained of; or 9.1.6 you engage 9.1.7 any engagement in conduct that is demonstrably and materially injurious to the Company Group (as defined below), Group, or that materially harms the reputation or financial position of the Company Group (as defined below), Group, unless the conduct in question was undertaken in good faith on an informed basis with due care and with a rational business purpose and based upon the honest belief that such conduct was in the best interest of the Company Group (as defined below); Group; or 9.1.7 you are 9.1.8 found liable in any Securities and Exchange Commission (SEC) SEC or other civil or criminal securities law action or entering any cease and desist order with respect to such action (regardless of whether or not you admit or deny liability) where the conduct that is the subject of such action is demonstrably and materially injurious to the Company Group (as defined below); Group; or 9.1.8 9.1.9 If you (i) obstruct or impede, (ii) endeavor to influence, obstruct or impede, or (iii) fail to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an Investigation) "Investigation") (however, your failure to waive attorney-client privilege relating to communications with your own attorney in connection with an Investigation shall not constitute Cause); "Cause"); or 9.1.9 you 9.2 made any material misrepresentations (or omissions) in omissions)in connection with your resume and other documents which may have been provided by you, and oral statements regarding your employment history, education and experience, in determining to enter into the Agreement.
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For Cause.
In Shall mean, in the context of a basis for termination of your employment with the Company, that:
9.1.1 10.1.1 you breach any obligation, duty or agreement under this Agreement, which breach is not cured or corrected within 15 days of written notice thereof from the Company; or
9.1.2 10.1.2 you commit any act of personal dishonesty, fraud, breach of fiduciary duty or trust; or
9.1.3 10.1.3 you are convicted of, or plead guilty or nolo contendere with respect to, theft, fraud, a crime
... involving moral turpitude, or a felony under federal or applicable state law; or 9.1.4 10.1.4 you commit any act of personal conduct that, in the reasonable opinion of the Board, gives rise to a material risk of liability under federal or applicable state law for discrimination or sexual or other forms of harassment or other similar liabilities to subordinate employees; or 9.1.5 10.1.5 you commit continued and repeated substantive violations of specific written directions of the Board, which directions are consistent with this Agreement and your position as Executive Chairman, Vice President, or continued and repeated substantive failure to perform duties assigned by or pursuant to this Agreement; provided that no discharge shall be deemed For Cause under this subsection 9.1.5 10.1.5 unless you first receive written notice from the Company advising you of the specific acts or omissions alleged to constitute violations of written directions or a material failure to perform your duties, and such violations or material failure continue after you shall have had a reasonable opportunity to correct the acts or omissions so complained of; or 9.1.6 10.1.6 you engage in conduct that is demonstrably and materially injurious to the Company Group (as defined below), or that materially harms the reputation or financial position of the Company Group (as defined below), unless the conduct in question was undertaken in good faith on an informed basis with due care and with a rational business purpose and based upon the honest belief that such conduct was in the best interest of the Company Group (as defined below); or 9.1.7 10.1.7 you are found liable in any Securities and Exchange Commission (SEC) ("SEC") or other civil or criminal securities law action or entering any cease and desist order with respect to such action (regardless of whether or not you admit or deny liability) where the conduct that is the subject of such action is demonstrably and materially injurious to the Company Group (as defined below); or 9.1.8 10.1.8 you (i) obstruct or impede, (ii) endeavor to influence, obstruct or impede, or (iii) fail to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an Investigation) "Investigation") (however, your failure to waive attorney-client privilege relating to communications with your own attorney in connection with an Investigation shall not constitute Cause); "Cause"); or 9.1.9 10.1.9 you made any material misrepresentations (or omissions) in connection with your resume and other documents which may have been provided by you, and oral statements regarding your employment history, education and experience, in determining to enter into the Agreement.
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View Variations (2)
For Cause. Shall mean, in the context of a basis for termination of Executive's employment with the Company, that: (a) Executive materially breaches any obligation, duty or agreement under this Agreement, which breach is not cured or corrected within 15 days of written notice thereof from the Company (except for breaches of Sections 1(d), 6 or 7 of this Agreement, which cannot be cured and for which the Executive shall have no opportunity to cure); 4
... (b) Executive is grossly negligent in the course of providing services to the Company, or commits any act of personal dishonesty, fraud or breach of fiduciary duty or trust against the Company; (c) Executive is convicted of, or pleads guilty or nolo contendere with respect to, theft, fraud or felony under federal or applicable state law; (d) Executive commits any act or acts of personal conduct that, following due investigation and determination by the Board of probable cause, gives rise to a likelihood of liability under federal or applicable state law for discrimination or sexual or other forms of harassment or other similar liabilities with respect to subordinate employees; or (e) Executive commits continued and repeated material violations of specific directions of the Chief Executive Officer, which directions are consistent with past practices, with this Agreement and with Executive's position as a chief creative officer, or continued and repeated substantive failure to perform duties assigned by or pursuant to this Agreement; provided that no termination shall be deemed For Cause under this subsection (e) unless Executive first receives written notice from the Company advising her of the specific acts or omissions alleged to constitute violations of written directions or a material failure to perform her duties, and such violations or material failure continue after she shall have had a reasonable opportunity to correct the acts or omissions so complained of.
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For Cause. Shall mean, in the context of a basis for termination of Executive's employment with the Company, that: (a) Executive materially breaches any obligation, duty or agreement under this Agreement, which breach is not cured or corrected within 15 days of written notice thereof from the Company (except for breaches of Sections 1(d), 6 or 7 of this Agreement, which cannot be cured and for which the Executive shall have no opportunity to cure);
4 (b)
In the judgment of the Chief Executive Officer or... the Board, Executive is grossly negligent in the course of providing services to the Company, or commits any act of personal dishonesty, fraud or breach of fiduciary duty or trust against the Company; (c) Executive is convicted of, or pleads guilty or nolo contendere with respect to, theft, fraud or felony under federal or applicable state law; law, or any other conduct of a criminal nature that has or that may have an adverse effect on the Company's reputation or standing in the 3 community, or on its continuing relationships with customers or those who purchase or use its products or services; (d) Executive commits any act or acts of personal conduct that, following due investigation and determination by in the reasonable judgment of the Chief Executive Officer or the Board are in violation of probable cause, gives a Company policy or policies as set forth in the Employee Handbook of the Company in effect at the time of the act or acts, including, without limitation, any act or acts which give rise to a likelihood of liability under federal or applicable state law for discrimination or sexual or other forms of harassment or other similar liabilities with respect to subordinate employees; or (e) Executive commits continued and repeated material violations any act or acts in violation of specific directions of the Chief Executive Officer, which directions are consistent with past practices, with this Agreement and with Executive's position as a chief creative officer, Officer or the Board, or continued and repeated substantive failure to his perform duties as reasonably assigned by or pursuant to this Agreement; provided that no termination shall be deemed For Cause under this subsection (e) unless Executive first receives written notice from the Company advising her of the specific acts or omissions alleged to constitute violations of written directions or a material failure to perform her duties, and such violations or material failure continue after she shall have had a reasonable opportunity to correct the acts or omissions so complained of. Agreement.
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For Cause. For "Cause" shall mean: 5.2.1. the willful and continued failure by Executive to substantially perform his duties with the Company (other than any such failure resulting from his incapacity due to physical or mental illness, injury or disability), after a written demand for substantial performance is delivered to him by the Board that identifies, in reasonable detail, the manner in which the Board believes that Executive has not substantially performed his duties in good faith; 5.2.2. the
... willful engaging by Executive in conduct that causes material harm to the Company, monetarily or otherwise; 5.2.3. Executive's conviction of a felony arising from conduct during the Term of this Agreement; 5.2.4. Executive's willful malfeasance or willful misconduct in connection with Executive's duties hereunder; or 5.2.5. For purposes of this Subsection 5.2 no act, or failure to act, on Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company or its shareholders.
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For Cause. For "Cause" shall mean: 5.2.1. the willful and continued failure by Executive to substantially perform his duties with the Company (other than any such failure resulting from his incapacity due to physical or mental illness, injury or disability), after a written demand for substantial performance is delivered to him by the Board that identifies, in reasonable detail, the manner in which the Board believes that Executive has not substantially performed his duties in good
faith; faith and the... Executive fails to cure, if curable, within 30 days after receipt of such demand. 5.2.2. the willful engaging by Executive in conduct that causes material harm to the Company, monetarily or otherwise; 5.2.3. Executive's conviction of a felony arising from conduct during the Term of this Agreement; or 5.2.4. Executive's willful malfeasance or willful misconduct in connection with Executive's material duties hereunder; or 5.2.5. hereunder. For purposes of this Subsection 5.2 no act, or failure to act, on Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company or its shareholders.
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For Cause. With regard to Employee means any one of the following, as reasonably determined by the Company's Board of Directors: (i) The commission of any act by Employee that, if prosecuted, would constitute a felony, or the commission of or conviction for, or the pleading by Employee of no contest to, any crime or act of dishonesty, fraud, moral turpitude, or discrimination or harassment; (ii) The failure by Employee (other than due to his death or disability as addressed in
... Section 5(a) below) to continue to work on a full time basis for the Company; (iii) Drug or alcohol abuse by Employee; and (iv) The failure by Employee to perform or observe any provision of this Agreement, and such failure has not been cured within ten (10) business days after written notice from the Company to Employee.
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For Cause. Shall mean termination of employment of Executive by the Company on account of any of the following: (A) a willful act of dishonesty by the Executive with respect to any matter involving the Company or any subsidiary or affiliate, or (B) conviction of the Executive of a crime involving moral turpitude, or (C) the gross or willful failure by the Executive to substantially perform the Executive's duties with the Company, other than any such failure after Executive gives notice of termination for
... Good Reason. 2 3
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For Cause. Termination "For Cause" shall mean termination of employment of Executive by the Company on account of any of the following: (1) engaging in one or more acts constituting a felony; (2) engaging in one or more acts involving fraud or serious moral turpitude; (3) misappropriating Company assets or (4) materially breaching the Trade Secrets and Page 2 3 Confidentiality Agreement by and between the Executive and the Company dated concurrently herewith.
For Cause. Means (i) an express requirement by the Regulatory Authority in the Territory to conduct a root cause investigation by way of an audit or (ii) an adverse event or serious problem in the Territory that requires a root cause investigation that cannot be finally resolved or concluded solely by a review of documentation.
For Cause. Means (i) the continuing and willful failure of a Participant to substantially perform his or her assigned duties after a reasonable period has elapsed following the delivery to the Participant of a demand for substantial performance by World that specifically identifies the manner in which World believes (using the standard of a reasonable disinterested person experienced and knowledgeable in the duties that are assigned to the Participant) that the Participant has not substantially performed
... his or her duties; or (ii) willful acts or omissions on the part of the Participant with the intent to injure World, if such acts or omissions would be considered injurious to World by a reasonable disinterested person experienced and knowledgeable in the duties that are assigned to the Participant, but not where such acts or omissions were done in the reasonable belief that such acts or omissions were in the best interest of World and its Subsidiaries; or (iii) willful acts of dishonesty or moral turpitude intended to result in substantial personal enrichment at the expense of World or that have a material adverse effect on the business or reputation of World. 2
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For Cause. Means on account of any act of (i) fraud or intentional misrepresentation, (ii) embezzlement, misappropriation or conversion of assets or opportunities of the Company or any Subsidiary, (iii) the conviction of a felony or (iv) intentional and repeated violations of written policies of the Company.
For Cause. Any of the following: (i) an indictment or conviction of theft, fraud, embezzlement, or any felony, significant insubordination or theft of Company property, or the Executive being absent from his duties without reasonable reason for more than three (3) days, or the commission of an act or series of acts which are contrary to the best interests of the Company as determined solely by the Board; (ii) the violation of Sections 8, 9 or 11 or any other provision of this Agreement or of any other
... written agreement with the Company which is not cured in all material respects within thirty (30) days after the Board gives written notice thereof to Executive; or (iii) Executive's commission, when carrying out his duties A-16 under this Agreement, of acts or his omission of any act, which constitute gross negligence or willful misconduct and results in economic harm to the Company.
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