Just Cause

Just Cause. As used in this Agreement, "Just Cause" shall mean the occurrence of one or more of the following: (i) Executive's conviction of a felony or a crime involving moral turpitude or dishonesty; (ii) Executive's participation in a fraud or act of dishonesty against the Company; (iii) Executive's intentional and material damage to the Company's property; (iv) material breach of Executive's employment agreement, the Company's written policies, or the Confidentiality Agreement that is not remedied by... Executive within fourteen (14) days of written notice of such breach from the Board of Directors; or (v) conduct by Executive which demonstrates Executive's gross unfitness to serve the Company as Executive Vice President, Chief Commercial Officer, as determined in the sole discretion of the Board of Directors. Executive's physical or mental disability or death shall not constitute cause hereunder. View More

Just Cause. Means the willful failure of the Employee to properly carry out his duties after notice by the Corporation of the failure to do so and an opportunity for the Employee to correct the same within a reasonable time from the date of receipt of such notice, or theft, fraud, dishonesty or misconduct by the Employee involving the property, business or affairs of the Corporation or its... Subsidiaries or the carrying out of the Employee's duties; View More

Just Cause. (i) theft or dishonesty, (ii) more than one instance of neglect or failure to perform employment duties, (iii) more than one instance of inability or unwillingness to perform employment duties, (iv) insubordination, (v) abuse of alcohol or other drugs or substances affecting Executive's performance of his employment duties, (vi) material and willful breach of this Agreement, (vii) other misconduct, unethical or unlawful activity, (viii) a conviction of or plea of "guilty" or "no contest" to a... felony under the laws of the United States or any state thereof, or (ix) a conviction of or plea of "guilty" or "no contest" to a misdemeanor involving a crime of moral turpitude under the laws of the United States or any state thereof View More

Just Cause. Shall mean that the Employee has been convicted of any crime involving larceny, embezzlement, conversion or any other act involving the misappropriation of Corporation funds in the course of his employment;

Just Cause. Means any of the following, as determined by the Board in its reasonable judgment: (i) Executive's repeated failure or refusal to perform such material duties and responsibilities as are reasonably requested by the Board or an Affiliate's Board of Directors, (ii) Executive's repeated failure to observe all material policies generally applicable to executives of Beacon Operating and its Subsidiaries, (iii) Executive's gross negligence or willful misconduct in the performance of Executive's... duties to Beacon Operating and its Affiliates, (iv) the commission by Executive of any act of fraud or embezzlement against the Company or any of its Affiliates, or the commission of any felony or act involving moral turpitude, (v) Executive's unauthorized dissemination of information, observations and data concerning the 4 business plans, financial data, referral sources, customers, suppliers, manufacturing procedures and techniques, trade secrets or acquisition strategies of Beacon Operating and its Subsidiaries, or any other Confidential Information. For purposes of clauses (i), (ii) and (iii) of this definition, "Just Cause" shall exist only if (A) the applicable breach impacts or is likely to impact the financial performance of the Company and (B) the applicable breach remains uncured after the expiration of fifteen (15) days following delivery of written notice to Executive by the Company or the Board. In no event shall termination upon expiration of an employment agreement at the end of its term or Resignation be considered termination without Just Cause. View More

Just Cause. (a) an act of fraud or dishonesty by Employee that is intended to result directly or indirectly in gain or personal enrichment of Employee at Employer's expense; (b) conduct on the Employee's part which is intended to injure the Employer's business or reputation; or (c) a felony crime or an act of moral turpitude committed by the Employee.

Just Cause. Means that any of the following has occurred with respect to Executive: (i) Executive has committed a felony (other than a motor vehicle moving violation); 2 (ii) Executive has stolen funds or property from the Company or otherwise engaged in fraudulent conduct against the Company; (iii) Executive has engaged in knowing and willful misconduct, or has been reckless or grossly negligent, in his performance of... duties owed to the Company; or (iv) Executive has deliberately failed or refused to comply with a direction of the Board of Directors of the Company that is reasonably consistent with Executive's current executive employee title, the failure with which to comply could have a material adverse effect on the Company and its subsidiaries taken as a whole; PROVIDED, HOWEVER, that, for any termination of Executive's employment by the Company for any action or omission described in clause (iii) or (iv) above to constitute a "Just Cause" dismissal, the Company must have provided Executive with at least 30 days' prior written notice specifying the actions or omissions constituting such "Just Cause" and an opportunity to cure such defects in his performance during such 30-day period. View More

Just Cause. Any of the following actions by the Executive shall constitute just cause for termination by the Corporation: 1. Commission by the Executive of an act or omission which would constitute a felony under any federal or state laws which act or omission (i) invokes moral turpitude or serious bodily harm to any person or (ii) materially adversely affects the financial well being or reputation of the Corporation or (iii) reflects adversely upon Executive's fitness for continued service as an... officer of the Corporation, which in any such case shall be determined by the Board of Directors of the Corporation in its sole discretion; or 2. Alcoholism or illegal drug addiction, if established by competent evidence. The Corporation shall have the obligation, upon reasonable cause, to demand that Executive submit to a medical examination by a qualified independent physician selected by the Corporation and reasonably acceptable to Executive to ascertain whether such condition exists; or 3. A willful or grossly negligent material breach of any term of this Agreement (other than by reason of death or Disability (as defined below) which Executive fails to cure within 15 days (provided that the breach is capable of cure) of receipt of written notice thereof from the Corporation that describes the material breach in reasonable detail; or 4. A willful or grossly negligent breach of Executive's fiduciary duties to the Corporation which shall be determined by the Board of Directors; or 5. Repeated, documented gross insubordination which shall be determined by the Board of Directors that the Executive fails to cure within 15 days of receipt of written notice thereof from the Corporation that describes the insubordination in reasonable detail. Refusal to follow an order or directive that is illegal or immoral will not constitute insubordination. View More

Just Cause. Shall mean any of the following committed by Executive (or omitted to be done by Executive) that occur on or after the Effective Date: (i) Material breach of this Agreement or the Employment Agreement; (ii) A conviction of or plea of "guilty" or "no contest" to a felony under the laws of the United States or any state thereof; or (iii) Any material violation or breach of the Company's Code of Business Conduct and Ethics.

Just Cause. Shall mean any one or more of the following: (a) The Participant's willful and continued failure to substantially perform the Participant's duties with the Company, as reasonably determined by the Board in good faith (other than any such failure resulting from the Participant's incapacity due to any physical or mental illness of the Participant or any such actual or anticipated failure after the Participant's issuance of a notice of termination for Good Reason), after a written demand for... substantial performance is delivered to the Participant by the Board, which demand specifically identifies the manner in which the Board believes that the Participant has not substantially performed the Participant's duties; (b) The Participant's willful and continued failure to substantially follow and comply with the specific and lawful directives of the Board, as reasonably determined by the Board in good faith (other than any such failure resulting from the Participant's incapacity due to any physical or mental illness of the Participant or any such actual or anticipated failure after the Participant's issuance of a notice of termination for Good Reason), after a written demand for substantial performance is delivered to the Participant by the Board, which demand specifically identifies the manner in which the Board believes that the Participant has not substantially performed the Participant's duties; (c) The conviction of the Participant by a court of competent jurisdiction (or the entering of a plea of nolo contendere or guilty by the Participant) for a felony crime; (d) The Participant's misconduct, fraud or dishonesty that causes material harm or damage to the Company; or (e) Any unauthorized use or disclosure of confidential information or trade secrets by the Participant. For purposes of this Section 2.7, no act, or failure to act, on the Participant's part shall be deemed "willful" unless done, or omitted to be done, by the Participant not in good faith. View More