Good Cause

Good Cause. (i) termination for continued poor work performance after reasonable opportunity to correct deficiencies; (ii) termination for behavior outside or on the job which affects the ability of management of the Company or co-workers to perform their jobs and which is not corrected after reasonable warning; (iii) termination for failure to devote reasonable time to the job which is not corrected after reasonable warning; and 124 (iv) any other reasonable... deficiency in performance by the Executive which is not corrected after reasonable warning. View More

Good Cause. Means any of the following by or of an Eligible Executive: (1) a failure or refusal to comply in any material respect with the reasonable policies, standards or regulations of the Company or any successor; (2) a good faith determination that performance is unsatisfactory after reasonable notice of the ways in which performance is unsatisfactory and a reasonable opportunity to correct any such deficiencies; (3) a failure or refusal in any material respect to perform his or her duties (except for... any failure due to ill health or disability; (4) unprofessional, unethical or fraudulent conduct or conduct that is materially detrimental to the reputation, character or standing of the Company or any successor; (5) dishonest conduct or a deliberate attempt to do an injury to the Company or any successor; (6) unauthorized disclosure, misuse or theft of the proprietary information or intellectual property of the Company or any successor; (7) a criminal act which would reflect badly on the Company or any successor; or (8) death. View More

Good Cause. Shall mean the Executive's (i) material misappropriation with respect to the business assets of the Company, (ii) persistent refusal or willful failure materially to perform his duties and responsibilities to the Company, which continues after the Executive receives notice of such refusal or failure, (iii) conviction of a felony, or (iv) use of drugs or alcohol that interferes materially with the Executive's performance of his duties.

Good Cause. Shall mean: (i) any acts of dishonesty, fraud, embezzlement, or breach of trust committed by Employee against the Employer (including any misrepresentation to the Employers' Board of Directors (the "Board")), or an act which she knows to be in violation of her duties to the Employer, which act is materially injurious to the Employer's business or reputation and is not remedied within 10 days after notice thereof by the Employer; (ii) any breaches of this Agreement by Employee or the... failure to adequately render services or perform her obligations to the Employer, which act or failure is materially injurious to the Employer's business or reputation and is not remedied within 10 days after notice thereof by the Employer; (iii) any acts by Employee amounting to gross negligence or willful misconduct which are materially injurious to the Employer's business or reputation and is not remedied within 10 days after notice thereof by the Employer; (iv) conviction of a felony, a crime of moral turpitude or any crime involving the Employer or her duties to Employer; (v) testing positive to the use of any illegal drug; or (vi) abusing alcohol or any other drug and the failure to enter the rehabilitation program or undertake the plan of treatment prescribed by the Board, the failure to comply with the conditions of such program or plan of treatment or the failure to comply with the maintenance conditions prescribed following such program or plan of treatment. View More

Good Cause. Shall mean: (i) Executive's conviction of any criminal violation involving dishonesty, fraud, or breach of trust; (ii) Executive's willful engagement in any misconduct in the performance of Executive's duty that materially injures the Company; or (iii) Executive's willful and substantial nonperformance of assigned duties, provided that such nonperformance has 2 continued more than... ten days after the Company has given written notice of such nonperformance and of its intention to terminate Executive's employment because of such nonperformance. View More

Good Cause. Shall mean Optionee's gross misconduct, material breach of his duties or this Agreement, failure to follow the reasonable instructions of his superior, or an act of fraud or dishonesty by the Optionee. 1 Exhibit 10.42

Good Cause. Means: (i) Optionee's dishonesty in his/her financial dealings with the Company; (ii) the conviction of a crime by Optionee that constitutes (x) a felony or (y) a misdemeanor involving moral turpitude which may reasonably be expected to have an adverse effect on the Company, it business, reputation or interest; (iii) a breach by Optionee of this Agreement or any other contract or agreement between the Company and Optionee or a breach by Optionee of a fiduciary duty or responsibility to the... Company; or (iv) the refusal of Optionee to follow the lawful policies and directives of the Board of Directors of the Company; View More

Good Cause. Shall mean (i) the failure by the Executive to obey the reasonable and lawful orders of the Board of Directors of the Company or Executive's direct supervisor; (ii) misconduct by the Executive that is materially injurious to the Company; or (ii) the Executive engaging in dishonest activities injurious to the Company.

Good Cause. Means any one or more of the following, in each case as determined in good faith by the Board or the Compensation Committee: (i) the commission by the Participant of a felony or crime involving moral turpitude or the commission of any other act or omission involving dishonesty or fraud with respect to the Company or any its customers or suppliers; (ii) conduct on the part of the Participant that brings the Company into public disgrace or disrepute in any material respect; (iii) the... Participant's gross negligence or willful misconduct in the performance of his or her duties and responsibilities to the Company; (iv) the failure of the Participant to carry out the duties and responsibilities of his or her office or position, or to follow a specific and lawful directive of the Board or an officer of the Company to whom the undersigned reports (provided such directive is consistent with the Participant's office or position); (v) the Participant's willful disclosure of material confidential information or trade secrets of the Company to or for the benefit of a competitor of the Company, to the extent such information was not available publicly; or (vi) any intentional misrepresentation by the Participant to the Board or to an officer of the Company to whom the Participant reports. For purposes of the preceding definition, no act, failure to act, or omission on the part of the Participant will be deemed to have been "willful" or "intentional" if done or omitted to be done in good faith and in the reasonable belief that it was in or not opposed to the 4 best interests of the Company. Any such act or omission or failure to act based upon the advice of counsel for the Company will be conclusively deemed to have been done or omitted to be done in good faith and in the best interests of the Company. 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