Good Cause

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. 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. 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. 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

Good Cause. Any one or more of the following: (a) the commission by Employee of an act relating to Employee's duties constituting a misdemeanor or a felony under the laws of the United States or any state or political subdivision thereof or any other jurisdiction; (b) the commission by Employee of an act constituting a breach of fiduciary duty or willful misconduct; (c) conduct by Employee that is detrimental to the Business or the reputation, character or standing of the Company or any of its affiliates;... (d) the commission by Employee of an act of fraud, dishonesty or misrepresentation related to Employee's duties that is detrimental to the Business or the reputation, character or standing of the Company or any of its affiliates; (e) Employee's engagement in self-dealing, or his involvement in a transaction involving a conflict of interest without the prior written approval of the Board; (f) the failure of the Employee to perform the functions required by the Company at a level satisfactory to the Employee's direct supervisor; or (g) a breach by Employee of his obligations under this Agreement. View More