Good Cause

Example Definitions of "Good Cause"
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. Good Cause, as it applies to the determination of the Company to terminate the employment of an Executive, shall mean any one or more of the following: (A) Executive's willful, material, and irreparable breach of his or her duties to the Company; (B) Executive's gross negligence in the performance or intentional nonperformance (continuing for 30 days after receipt of written notice of need to cure) of any of Executive's material duties and responsibilities; (C) 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; (D) Executive's indictment for, conviction of, or guilty plea to a felony crime involving dishonesty or moral turpitude whether or not relating to the Company; or (E) a confirmed positive illegal drug test result. 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. "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. 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.
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. Any termination of Employee's employment by Employer as a result of Employee engaging in an act or acts involving a crime, moral turpitude, fraud, or dishonesty; or Employee willfully violating in a material respect Employer's Code of Conduct or any applicable Code of Ethics, including, without limitation, the provisions thereof relating to conflicts of interest or related party transactions.
Good Cause. Exist with respect to an Officer if, and only if: (1) The Officer engages in acts or omissions that result in substantial harm to the business or property of the Employer and that constitute dishonesty, intentional breach of fiduciary obligation or intentional wrongdoing; (2) The Officer is convicted of a criminal violation involving fraud or dishonesty; or (3) The Officer intentionally and knowingly participates in the preparation or release of false or materially misleading financial... statements relating to the Company's operations and financial condition or the Officer intentionally and knowingly submits any false or erroneous certification required of him or her under the Sarbanes-Oxley Act of 2002 or any securities exchange on which shares of the Company's common stock are at the time listed for trading. View More
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