Good Cause

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. The term "good cause" is defined as any one or more of the following occurrences: (i) Employee's material breach of any of the covenants contained in Section 5, which material breach is determined by the full Board of Directors of Employer to be materially detrimental to Employer; (ii) Employee's conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final... jurisdiction for any crime involving moral turpitude or punishable by imprisonment in the jurisdiction involved; (iii) Employee's continuing repeated willful failure or refusal to perform his material and lawful duties as required by this Agreement, provided, that termination of Employee's employment pursuant to this paragraph 9(a)(iii) shall not constitute valid termination for good cause unless Employee shall have first received written notice from the President of Employer stating with specificity the nature of the failure or refusal and affording Employee at least ten (10) days to correct the act or omission complained of; or (iv) Gross negligence, insubordination, material violation by Employee of any duty of loyalty to Employer or any other material misconduct on the part of Employee, provided that termination of Employee's employment pursuant to this paragraph 9(a)(iv) shall not constitute valid termination for good cause unless Employee has first received written notice from the President of Employer stating with specificity the nature of the failure or refusal and affording Employee at least ten (10) days to correct the act or omission complained of. View More

Good Cause. (i) The commission by Executive of an act or course of conduct constituting fraud or dishonesty, or actions or failures to act constituting gross negligence or willful neglect of duties by Executive in the performance of his or her duties hereunder, as to the Company or its affiliated companies or his or her employment hereunder, including without limitation any breach of the Company's Code of Ethics, (ii) conviction of, or entry of a plea of guilty or nolo contendere to... charges of, any felony or other crime which has or may have a material adverse effect on Executive's ability to carry out his or her duties under this Agreement or on the reputation or business activities of the Company, or any crime involving moral turpitude or dishonesty, whether or not such crime relates to the Company or its affiliated companies or his or her employment hereunder, or (iii) Executive's failure to comply with a lawful, reasonable, material directive or policy of the Company known by or communicated to him or otherwise to comply with this Agreement in any material respect, if Executive does not take action toward curing the failure within ten (10) days, or if such failure is not cured within thirty (30) days, after receipt by him of written notice of such breach containing reasonable details concerning the nature of the breach; or (iv) the commission by Executive of actions that are contrary to the best interests of the Company or its subsidiaries and which would be reasonably expected to have a material adverse effect on the Company or its subsidiaries, if Executive does not take action toward curing such actions within ten (10) days, or if such actions are not cured within thirty (30) days, after receipt by him of written notice thereof containing reasonable details concerning the nature of the action. View More

Good Cause. Shall mean and be limited to (i) an act of personal dishonesty taken by the Executive and intended to result in substantial personal enrichment of the Executive at the expense of York, (ii) repeated failures by the Executive to perform the Executive's employment duties which are demonstrably willful and deliberate on the Executive's part and which are not remedied in a reasonable period of time after receipt of written notice from York, or (iii) the conviction of the Executive of a felony.

Good Cause. , with respect to any Key Employee, shall mean (i) the optionee's conviction of, or plea of nolo contendere (or similar plea) to, a felony or other crime which adversely affects, or may adversely affect, the reputation, goodwill or business position of the Company or which involves Company funds or assets, (ii) any intentional material damage to property or business of the Company, 15 (iii) the optionee's conviction of theft,... embezzlement, fraud or misappropriation of Company property, (iv) the willful failure of the optionee to carry out his duties as an employee for a reason other than mental or physical disability, (v) the optionee's willful commission of material mismanagement in the conduct of his duties as assigned to him by the Board of Directors or his supervising officers, if any, (vi) the optionee's breach of his obligations under this Agreement, or (vii) substance abuse or addiction on the part of the optionee. View More

Good Cause. Shall be as defined for purposes of any employment agreement Optionee may have with the Corporation, or, if there is no such agreement in effect, shall mean a reasonable basis, other than death or disability as provided in Paragraph 3(b), for an Employment Termination.

Good Cause. Means any of the following: (i) Separation from Service by termination for continued poor work performance after written notice of and reasonable opportunity to correct deficiencies; (ii) Separation from Service by termination for behavior outside or on the job which affects the ability of management of the Company or Bank or co-workers to perform their jobs and which is not corrected after reasonable written warning; (iii) Separation from Service by termination for failure to devote reasonable... time to the job which is not corrected after reasonable written warning; (iv) Separation from Service for any other significant deficiency in performance by the Executive which is not corrected after reasonable written warning; or (v) the conviction of the Executive of a felony criminal offense in either state or federal court. View More

Good Cause. Shall be deemed to exist if, and only if: (1) Executive engages in an act of dishonesty constituting a felony that results or is intended to result directly or indirectly in gain or personal enrichment at the expense of Employer; or (2) Executive breaches any provision of Section 8 (relating to confidential information), and such breach results in a demonstrably material injury to Employer.

Good Cause. Employee shall have Good Cause to terminate his employment if, in anticipation of or within one year after a Change of Control: (i) the Company terminates his employment for any reason other than for Cause ; (ii) the Company makes a significant change in the nature or significant reduction in the scope of his authority or duties from those exercised or performed by him prior to the date on which a Change of Control occurs or otherwise breaches any provision of this Agreement in any material... respect; (iii) he is required to remove his residence outside of Nashville, Tennessee, or contiguous counties; (iv) his base compensation or eligibility for bonuses is reduced; or (iv) he makes a reasonable, good faith determination that, as a result of a Change of Control and changed circumstances thereafter significantly affecting his position, he are unable to exercise the authority or perform the duties of his position as Executive Vice President and Chief Operating Officer. View More

Good Cause. Shall mean (i) misconduct that is or could be materially detrimental to the Utility Contractor or ATCLLC, (ii) breach of a material provision of any agreement to which the Utility Contractor is a party; (iii) the commission of one or more acts which constitute an indictable crime under United States Federal, state, or local law, or (iv) the failure to substantially perform work- related duties.