Just Cause

Just Cause. Includes, but is not limited to

Just Cause. Includes, but is not limited to: (i) the Contractor's failure to properly discharge the Services, or any material breach or non-observance by the Contractor of any material provision of this Agreement; (ii) the Contractor's conviction for any crime respecting the property of the Company, or which calls into question the Contractor's personal honesty; (iii) any breach by the Contractor of the Contractor's obligations under the Company's code of conduct or any policies or procedures adopted by... the Company from time to time and disseminated to the Contractor; (iv) any breach by the Contractor of the fiduciary duties normally owed by a Chief Financial Officer of a corporation including the duty to avoid conflicts of interest, and to act honestly and in good faith with a view to the best interests of the Company; (v) any other material breach of this Agreement by the Contractor; or (vi) just cause as that term is defined by the common law applicable in New Jersey. View More

Just Cause. The wilful failure of the Secondee to properly carry out his duties after notice by the Company of the failure to do so and an opportunity for the Secondee to correct the same within 60 days from the date of receipt of such notice, or theft, fraud, dishonesty or material misconduct by the Secondee involving the property, business or affairs of the Company or the carrying out of the Secondee's duties, or the conviction of the Secondee for any criminal offence which the Board determines in good... faith would adversely affect the Secondee's ability to perform his duties hereunder, including a conviction for an offence which adversely reflects on the integrity or reputation of the Secondee or the Company; View More

Just Cause. One or more of the following: the Employee's personal dishonesty; gross incompetence; willful misconduct; breach of a fiduciary duty involving personal profit; intentional failure to perform stated duties; willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order; conviction of a felony or of a misdemeanor involving moral turpitude; unethical business practices in connection with the Employer's or BB&T's business;... misappropriation of the Employer's or BB&T's assets (determined on a reasonable basis) or those of their Affiliates; or material breach of any other provision of this Agreement; provided, that the Employee has received written notice from the Employer or BB&T of such material breach and such breach remains uncured for a period of thirty (30) days after the delivery of such notice. For purposes of this provision, no act or failure to act, on the part of the Employee, shall be considered "willful" unless it is done, or omitted to be done, by the Employee in bad faith or without a reasonable belief that the Employee's action or omission was in the best interests of the Employer and BB&T. View More

Just Cause. Includes but is not limited to any of the following committed by Executive (or omitted to be done by Executive) that occur on or after the Effective Date: (i) Theft, unethical or unlawful activity, or other dishonesty; (ii) Neglect of or failure to perform employment duties; (iii) Inability or unwillingness to perform employment duties; (iv) Insubordination; (v) Abuse of alcohol or other drugs or substances; (vi) Breach of this Agreement; (vii) 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 (viii) Any violation or breach of any Company policy that has been established to comply with either the Sarbanes-Oxley Act of 2002 (or any regulations or rules or decisions that implement/interpret such act) or any laws, rules, or requirements of the Securities and Exchange Commission or the New York Stock Exchange. View More

Just Cause. Means matters which, in the judgment of the Committee, constitute any one or more of the following: (i) Intoxication while on duty. (ii) Theft or dishonesty in the conduct of the Company's business. (iii) Willful neglect or negligence in the management of the Company's business. (iv) Conviction of a crime involving moral turpitude.

Just Cause. Means (i) a material breach of this Agreement by Employee; (ii) a breach of Employee's duty of loyalty to the Company or any act of dishonesty with respect to the Company or its stockholders, customers or suppliers; (iii) Employee's continued failure or refusal to perform, in any material respect, any duty or responsibility to the Company which is normally attached to Employee's position(after notice and a 10-day cure period), provided, however, any subsequent failure or refusal to perform such... duty or responsibility shall entitle the Company to terminate employment for Just Cause without notice or an opportunity to cure; (iv) Employee's gross negligence or willful misconduct in performing those duties which are normally attached to Employee's position; (v) the commission by Employee of an act of fraud, conversion, misappropriation (including the unauthorized use or disclosure of confidential or proprietary information of the Company) or embezzlement or crime of moral turpitude; (vi) a conviction of or guilty plea or confession by Employee to any fraud, conversion, misappropriation, embezzlement or felony; (vii) the exposure of the Company to any criminal liability or loss of business opportunity or reduction in revenues or increase in losses substantially caused by the conduct of Employee which results in a material adverse effect upon the Company's business, operations, financial condition or results of operations or the exposure of the Company to any bona fide claims which may result in civil liability caused by Employee's unlawful harassment in employment; or (viii) the repeated taking of any action prohibited (a) by the Board or any of the Executive Officers, provided that Employee has received at least one written notice of having taken an action so prohibited, or (b) by this Agreement. For purposes of this Agreement, "Employee's duty of loyalty to the Company" shall include Employee's fiduciary obligation to place the interests of the Company ahead of Employee's personal interests and thereby not knowingly profit personally at the expense of the Company, and shall also include specifically the affirmative obligation to disclose promptly to the Board any known conflicts of interest Employee may have with respect to the Company, and the negative obligations not to usurp corporate opportunities of the Company, not to engage in any "conflict-of-interest" transactions with the Company (without the approval of the Board), and not to compete directly with the Company (without the approval of the Board). View More

Just Cause. Termination of the Participant's employment with the Premier Group by a member of the Premier Group as a result of conduct by the Participant amounting to: (i) commission or omission of any act of dishonesty, moral turpitude, fraud, embezzlement, theft, misappropriation, breach of fiduciary duty, or breach of the duty of loyalty in connection with the Participant's employment with a Premier Group member or against any Premier Group partner hospital, affiliated health care organization or... customer; (ii) willful misconduct, insubordination, or repeated refusal or unwillingness to follow the reasonable directives of the Board of Directors / Managers of a Premier Group member and/or the Participant's Premier Group employer, the Chief Executive Officer of the Participant's Premier Group employer, or the Participant's immediate supervisor(s); (iii) willful action or inaction with respect to the Participant's performance of his or her employment duties that constitutes a violation of law or governmental regulations or that causes a Premier Group member to violate such law or regulation; (iv) a material breach of any securities or other law or regulation or any Premier Group policy governing inappropriate disclosures or 'tipping' related to (or the trading or dealing of) securities, stock or investments; (v) excessive absenteeism not related to authorized sick leave, authorized family/medical leave, authorized disability leave, authorized vacation, authorized military leave or other authorized statutory leave within the parameters set forth in accordance with Premier Group policies and procedures regarding the same; (vi) a conviction, guilty plea or plea of nolo contendere by the Participant for any crime involving moral turpitude or dishonesty or for any felony; (vii) material breach or violation of the terms of employment or other agreements to which the Participant and one or more members of the Premier Group are party; or (viii) breach or violation of material policies, rules, procedures or instructions of a Premier Group member. For purposes of this definition only, no act or failure to act by a Participant shall be deemed 'willful' if done or omitted to be done by the Participant in good faith and with the reasonable belief that the Participant's act or omission was in the best interest of the Premier Group and consistent with Premier Group policies and applicable law. Further, any act or failure to act based on and consistent with (a) instructions pursuant to a resolution duly adopted by the Board of Directors / Managers of a Premier Group member, (b) instructions of the applicable Board Chair as authorized by such Boards, or (c) the advice of Premier Group counsel shall be presumed to be done or omitted to be done by the Participant in good faith and in the best interests of the Premier Group. View More