Termination For Cause

Termination For Cause. Unless defined otherwise in the applicable Employment Agreement, the termination by the Company or any Subsidiary of Optionee's employment with the Company or any Subsidiary as a result of (i) the commission by Optionee of an act of gross negligence, willful misconduct, fraud, embezzlement, misappropriation or breach of fiduciary duty against the Company or any of its affiliates or Subsidiaries, or the conviction of Optionee by a court of competent jurisdiction of, or a plea of guilty or nolo... contendere to, any felony or any crime involving moral turpitude or any crime which reasonably could affect the reputation of the Company or Optionee's ability to perform the duties required under his Employment Agreement, if any, with the Company or any Subsidiary, (ii) the commission by Optionee of a material breach of any of the covenants in his Employment Agreement, if any, with the Company or any Subsidiary or the Stockholders Agreement, which breach has not been remedied within 30 days of the delivery to Optionee by the Board of written notice of the facts constituting the breach, and which breach if not cured, would have a material adverse effect on the Company, of (iii) the habitual and willful neglect by Optionee of his obligations under his Employment Agreement, if any, with the Company or any Subsidiary or Optionee's duties as an employee of the Company or any Subsidiary. View More

Termination For Cause. Termination of the Employee's employment upon: i. Employee's repeated failure to perform his duties with the Corporation in a competent, diligent and satisfactory manner as determined by the Executive Compensation and Human Resources Committee of the Board of Directors; ii. Employee's failure or refusal to follow the reasonable instructions or direction of the Board of Directors, which failure or refusal remains uncured, if subject to cure, to the reasonable satisfaction of the Executive... Compensation and Human Resources Committee, for five (5) business days after receiving notice thereof from the Executive Compensation and Human Resources Committee, or repeated failure or refusal to follow the reasonable instructions or directions of the Corporation's Board of Directors; iii. any act by Employee of fraud, material dishonesty or material disloyalty involving ManpowerGroup; iv. any violation by Employee of a ManpowerGroup policy of material import (including, but not limited to, the Code of Business Conduct and Ethics, the Statement of Policy on Securities Trading, the Foreign Corrupt Practices Act Compliance Policy and policies included in the Employee Handbook); v. any act by Employee of moral turpitude which is likely to result in discredit to or loss of business, reputation or goodwill of ManpowerGroup; vi. Employee's chronic absence from work other than by reason of a serious health condition; vii. Employee's commission of a crime the circumstances of which substantially relate to Employee's employment duties with ManpowerGroup; or viii. the willful engaging by Employee in conduct which is demonstrably and materially injurious to ManpowerGroup. For purposes of this Agreement, no act, or failure to act, on Employee's part will be deemed willful unless done, or omitted to be done, by Employee not in good faith View More

Termination For Cause. A termination of Executive's employment by the Company as a result of any of the following (in each case as determined by the Board): (i) Executive's willful and continuing failure to perform Executive's obligations hereunder, which failure is not remedied within 10 business days after receipt of written notice of such failure from the Company; (ii) Executive's conviction of, or plea of nolo contendere to, a crime of embezzlement or fraud or any felony under the laws of the United States or any... state thereof; (iii) Executive's breach of fiduciary responsibility; (iv) An act of dishonesty by Executive that is materially injurious to the Company or an Affiliate; (v) Executive's engagement in one or more unsafe or unsound banking practices that have a material adverse effect on the Company or an Affiliate; (vi) Executive's removal or permanent suspension from banking pursuant to Section 8(e) of the FDIA or any other applicable state or federal law; (vii) A material breach by Executive of this Agreement; (viii) An act or omission by Executive that leads to a material harm (financial or reputational) to the Company or an Affiliate; or (ix) A material breach by Executive of Company policies as may be in effect from time to time. Further, a Termination for Cause shall be deemed to have occurred if, within 12 months following the Termination, facts and circumstances arising during the course of such employment are discovered that would have warranted a Termination for Cause. Further, with respect to subsections (i), (vii), (viii), and (ix), Executive shall be entitled to at least 30 days' prior written notice of the Company's intention to terminate Executive's employment in a Termination for Cause, which notice shall specify the grounds for the Termination for Cause; and Executive shall be provided a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for the Termination for Cause, and a reasonable opportunity to present to the Board Executive's position regarding any dispute relating to the existence of any grounds for Termination for Cause. Further, all rights Executive has or may have under this Agreement shall be suspended automatically during (A) the pendency of any investigation by the Board or its designee, or (B) any negotiations between the Board or its designee and Executive regarding any actual or alleged act or omission by Executive of the type that would warrant a Termination for Cause and any such suspension shall not give rise to a claim of Good Reason by Executive View More

Termination For Cause. Termination for Cause shall mean termination because of, in the good faith determination of the Board, Executive's: (i) material act of dishonesty or fraud in performing Executive's duties on behalf of the Bank; (ii) willful misconduct that in the judgment of the Board will likely cause economic damage to the Bank or injury to the business reputation of the Bank; (iii) incompetence (in determining incompetence, the acts or omissions shall be measured against standards generally prevailing in... the savings institutions industry); (iv) breach of fiduciary duty involving personal profit; (v) intentional failure to perform stated duties under this Agreement after written notice thereof from the Board; (vi) willful violation of any law, rule or regulation (other than traffic violations or similar offenses which results only in a fine or other non-custodial penalty) that reflect adversely on the reputation of the Bank, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order; any violation of the policies and procedures of the Bank as outlined in the Bank's employee handbook, which would result in termination of the Bank employees, as from time to time amended and incorporated herein by reference, or (vii) material breach by Executive of any provision of this Agreement. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Executive a notice of termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the disinterested members of the Board that Executive was guilty of the conduct described above and specifying the particulars of such conduct. View More

Termination For Cause. Shall mean termination of your employment for your (i) personal dishonesty, (ii) fraud, (iii) willful or repeated misconduct, (iv) gross negligence, (v) breach of a fiduciary duty to the Company (or any Related Company), (vi) intentional failure to perform your duties, (vii) material violation of Company (or any Related Company) policy, (viii) unsatisfactory performance of your job duties; provided, however, that in such instances where the Company (or any Related Company), at its sole... discretion, deems such unsatisfactory performance curable, the Company (or any Related Company) shall give such notice and opportunity to cure as the Company (or any Related Company) deems reasonable, (ix) material noncompliance with financial reporting requirements under federal securities laws, (x) conviction of or plea of guilty or "no contest" to a felony or crime of moral turpitude under the laws of the United States or any state thereof, and/or (xi) action or inaction that materially diminishes or impairs the goodwill or reputation of the Company (or any Related Company) View More

Termination For Cause. Shall mean termination of Executive's employment by the Company (or its subsidiaries) by reason of Executive's (i) gross negligence in the performance of his duties, (ii) willful and continued failure to perform his duties, (iii) willful engagement in conduct which is materially injurious to the Company or its subsidiaries (monetarily or otherwise) or (iv) conviction of a misdemeanor involving moral turpitude or a felony.

Termination For Cause. Any termination of Employee's employment with the Employer by reason of a finding by the Employer of acts or omissions constituting, in the Employer's reasonable judgment, (1) a breach of duty by Employee in the course of Employee's employment involving fraud, acts of dishonesty (other than inadvertent acts or omissions), disloyalty to the Employer, or moral turpitude constituting criminal felony; (2) conduct by Employee that is materially detrimental to the Employer, monetarily or otherwise,... or reflects unfavorably on the Employer or Employee to such an extent that the Employer's best interests reasonably require the termination of Employee's employment; (3) acts or omissions of Employee materially in violation of Employee's obligations under any written employment or other agreement between Employee and the Employer or at law; (4) Employee's failure to comply with or enforce Employer policies concerning equal employment opportunity, including engaging in sexually or otherwise harassing conduct; (5) Employee's repeated insubordination; (6) Employee's failure to comply with or enforce, in any material respect, all other personnel policies of the Employer; (7) Employee's failure to devote Employee's full (or other required) working time and best efforts to the performance of his responsibilities to the Employer; or (8) Employee's conviction of, or entry of a plea agreement or consent decree or similar arrangement with respect to a felony or any violation of federal or state securities laws. View More

Termination For Cause. A termination of the directorship of Optionee by the Company or any Affiliate due to: (i) The commission by Optionee, as reasonably determined by the Committee, of any theft, embezzlement or felony against the Company or any Affiliates; (ii) The commission of an unlawful or criminal act by Optionee resulting in material injury to the business or property of the Company or Affiliates or of an act generally considered to involve moral turpitude, all as reasonably determined by the Committee;... (iii) The commission of an intentional act by Optionee in the performance of Optionee's duties as a director of the Company or any Affiliate amounting to gross negligence or misconduct or resulting in material injury to the business or property of the Company or Affiliates, all as reasonably determined by the Committee; or (iv) The habitual drunkenness or drug addiction of Optionee, as reasonably determined by the Committee View More

Termination For Cause. Means a termination of the employment of Optionee by the Company or any Subsidiary for any of the following reasons. (i) In the case where there is an employment, change of control or similar agreement in effect between Optionee and the Company or any Subsidiary that defines 'cause' (or similar words), the termination of an employment arrangement that is or would be deemed to be for 'cause' (or similar words) as defined in such agreement. (ii) In the case where there is no employment, change of... control or similar agreement in effect between Optionee and the Company or any Subsidiary, or where there is such an agreement but the agreement does not define 'cause' (or similar words), the termination of Optionee's employment due to: (1) The commission by Optionee, as reasonably determined by the Committee, of any theft, embezzlement or felony against the Company or any Subsidiaries; (2) The commission of an unlawful or criminal act by Optionee resulting in material injury to the business or property of the Company or Subsidiaries or of an act generally considered to involve moral turpitude, all as reasonably determined by the Committee; (3) The commission of an intentional act by Optionee in the performance of Optionee's duties as an employee of the Company or any Subsidiary amounting to gross negligence or misconduct or resulting in material injury to the business or property of the Company or Subsidiaries, all as reasonably determined by the Committee; or (4) The habitual drunkenness or drug addiction of Optionee, as reasonably determined by the Committee. View More

Termination For Cause. The termination by PPL or an Affiliated Company of the Executive's employment due to the willful violation of any PPL or an Affiliated Company policy (including PPL's Standards of Conduct and Integrity or any successor thereto), violation of any lawful direction of PPL or an Affiliated Company, gross negligence in the performance of duties, or commission of a felony.