Good Cause

Good Cause. "Good Cause," as it applies to the determination by the Company to terminate the employment of a Covered Executive, shall mean any one or more of the following: (i) Executive's willful, material, and irreparable breach of Executive's duties to the Company; (ii) Executive's gross negligence in the performance or intentional nonperformance of any of Executive's material duties and responsibilities to the Company; (iii) Executive's willful dishonesty, fraud, or misconduct with respect to the... business or affairs of the Company, which materially and adversely affects the operations or reputation of the Company; (iv) Executive's conviction of a felony crime involving dishonesty or moral turpitude; or (v) a confirmed positive illegal drug test result. In the event of a termination by the Company for Good Cause, Executive shall have no right to any severance under this Severance Policy. View More

Good Cause. Shall exist if, and only if: (i) Executive willfully engages in misconduct in the performance of his duties that causes material harm to Employer; or (ii) Executive is convicted of a criminal violation involving fraud or dishonesty. Without limiting the generality of the foregoing, the following shall not constitute Good Cause: the failure by Executive and/or Employer to attain financial or other business objectives; any personal or policy disagreement between Executive and Employer or any... member of the Board of Employer; or any action taken by Executive in connection with his duties if Executive acted in good faith and in a manner he reasonably believed to be in, and not opposed to, the best interest of Employer and had no reasonable cause to believe his conduct was improper. Notwithstanding anything herein to the contrary, in the event Employer terminates the employment of Executive for Good Cause hereunder, Employer shall give Executive at least thirty (30) days' prior written notice specifying in detail the reason or reasons for Executive's termination. View More

Good Cause. (a) continued or repeated failure, refusal or inability (after prior written notice from Allegro) to substantially perform the duties required by Executive's position or to comply with reasonable directives of Allegro's board of directors; (b) a willful or intentional act or omission in breach of Executive's fiduciary duty to Allegro which results in a substantial disadvantage to Allegro; (c) knowingly aiding a competitor of Allegro to the detriment of Allegro; (d) knowingly making unauthorized... disclosures to third parties of material confidential or proprietary information of Allegro; (e) inability to perform Executive's duties for more than three months in the aggregate during any twelve month period due to illness, chemical dependency or other incapacity; or (f) conviction (by a court of competent jurisdiction, not subject to further appeal) of, or pleading guilty to, a felony. View More

Good Cause. The term "good cause" means: (1) continued or repeated failure, refusal or inability (after prior written notice from Allegro) to substantially perform the duties required by DHF's position or to comply with reasonable directives of DHF's superior officer or Allegro's board of directors; (2) a willful or intentional act or omission in breach of DHF's fiduciary duty to Allegro which results in a substantial disadvantage to Allegro; (3) aiding a competitor of Allegro to the detriment of Allegro;... (4) unauthorized disclosure to third parties of important confidential or proprietary information of Allegro; (5) inability to perform the duties of President for more than three months in the aggregate during any twelve month period due to illness, chemical dependency or other incapacity; or (6) perpetration of a felony as determined by a guilty plea by DHF or conviction by a court after trial, whether relating to the DHF's employment or otherwise. View More

Good Cause. A voluntary termination by the Employee, upon 30 days prior written notice to the Company, within 60 days following the occurrence of one or more of the following events without Employee's prior written consent: (i) a material reduction in Employee's responsibilities, authority, titles or offices resulting in diminution of his position, excluding for this purpose an isolated, insubstantial, inadvertent action not taken in bad faith; (ii) a material reduction in Employee's base salary; (iii)... relocation of Employee's primary place of business for the performance of his duties to a location which is more than 20 miles from its prior location; or (iv) a material breach by the Company of this Agreement; and provided further that the Company shall have thirty (30) days after delivery of such notice to cure, and only if the Company does not cure within that time shall there be Good Cause. View More

Good Cause. Any one or more of the following: (a) Executive has committed an act constituting a misdemeanor involving moral turpitude or a felony under the laws of the United States or any state or political subdivision thereof or any other jurisdiction; (b) Executive has committed an act constituting a breach of fiduciary duty, gross negligence or willful misconduct; (c) Executive has engaged in conduct which violates the Company's then existing internal policies or procedures and which is detrimental to... the Business or the reputation, character or standing of the Company or any of its affiliates; (d) Executive has committed an act of fraud, dishonesty or misrepresentation that is detrimental to the Business or the reputation, character or standing of the Company or any of its affiliates; (e) Executive has engaged in a conflict of interest or self-dealing without the prior written approval of the Board; (f) Executive has materially breached his obligations as set forth in this Agreement or has neglected or failed to satisfactorily perform his material duties and responsibilities as chief executive officer of the Company; (g) Executive has become bankrupt or insolvent; or (h) Executive has been repeatedly or continuously absent from the Company without the permission of the Chairman of the Board View More

Good Cause. (i) Participant's conviction of any criminal violation involving dishonesty, fraud or breach of trust which involves the business of Northern Trust; (ii) Participant's willful engagement in any misconduct in the performance of Participant's duty that materially injures the Corporation; (iii) Participant's performance of any act which, if known to the customers, clients, stockholders or regulations of Northern Trust, would materially and adversely impact the business of Northern Trust; (iv) any... act or omission by Participant that causes a regulatory body with jurisdiction over Northern Trust, to demand, request, or recommend that Participant be suspended or removed from any position in which Participant serves with Northern Trust, or (v) Participant's willful and substantial nonperformance of assigned duties, provided that such nonperformance has continued more than ten days after Northern Trust has given written notice of such nonperformance and of its intention to terminate Participant's employment because of such nonperformance. For purposes of clauses (ii) and (v) of this definition, no act, or failure to act, on Participant's part shall be deemed "willful" unless done, or omitted to be done, by Participant not in good faith and without reasonable belief that Participant's act, or failure to act, was in the best interest of the Corporation. In the event of a dispute concerning the application of this provision, no claim by the Corporation that Good Cause exists shall be given effect unless the Corporation establishes to the Board of Directors of the Corporation by clear and convincing evidence that Good Cause exists. View More

Good Cause. (i) Executive's conviction of a felony; (ii) Executive's commission of any act or acts of personal dishonesty intended to result in substantial personal enrichment to Executive to the detriment of the Company; or (iii) repeated violations of Executive's responsibilities which are demonstrably willful and deliberate, provided that such violations have continued more than ten days after the Board of Directors of the Company has given written notice of such violations and of its intention to... terminate Executive's employment because of such violations. View More

Good Cause. That the Compensation Committee of the Company's Board of Directors (the "Board") in good faith determines that the Executive: i. Failed to satisfactorily perform his duties to the Company and such failure was not cured within 30 days of the Company's providing Executive written notice of such failure; or ii. Failed to comply with a material policy of the Company that was applicable to the Executive and such failure was not cured within 30 days of the Company's providing Executive written... notice of such failure; or iii. Acted or failed to act in a manner that constitutes gross misconduct, embezzlement, misappropriation of corporate assets, breach of the duty of loyalty, fraud or negligent or willful violations of any laws with which the Company is required to comply; or iv. Was convicted of or entered a plea of "guilty" or "no contest" to a felony; v. Refused or failed to comply with lawful and reasonable instructions of the Board and such refusal or failure was not cured within 30 days of the Company providing Executive written notice of such refusal or failure; or vi. Any other material breach of this Agreement by the Executive that is not cured within 30 days of the company providing Executive written notice of such breach. "Good Cause" shall not include failures as set forth in Section 2(d) of this Section when such failure is a result of the Executive's illness or injury. View More

Good Cause. Shall be deemed to exist if, and only if Employer notifies Executive, in writing, within 60 days of its knowledge that one of the following events occurred: (1) Executive engages in acts or omissions constituting dishonesty, intentional breach of fiduciary obligation or intentional wrongdoing or malfeasance, in each case that results in substantial harm to Employer; or (2) Executive is convicted of a criminal violation involving fraud or dishonesty.