Termination For Cause

Termination For Cause. An Employee's Termination of Employment for any of the following reasons: (i) the willful and continued failure of by the Employee to substantially perform his or her duties with the Employer; (ii) the willful engaging by the Employee in conduct which is demonstrably and materially injurious to the Employer; (iii) the Employee's conviction of a felony or conviction of a misdemeanor which materially impairs the ability of the Employee to substantially performs his or her duties with the... Employer; or (iv) the commission by the Employee of an act of fraud or material dishonesty involving the Employer View More

Termination For Cause. Termination for "Cause" means a termination by the Company for one (1) or more of the following reasons, as stated in a written notice of termination: (i)Executive's conviction of, or being charged with having committed, a felony; (ii)Executive's acts of dishonesty or moral turpitude that are detrimental to the business of the Company; (iii)Executive's acts or omissions that Executive knew or should have reasonably known were likely to damage the business of the Company; (iv)Executive's failure... to obey the reasonable and lawful directions of the Company, including, without limitation, the Company's policies and procedures (including the Company's policies prohibiting discrimination, harassment, and retaliation), and the Texas Roadhouse, Inc. Code of Conduct; (v)Executive's failure to perform Executive's obligations under this Agreement; (vi)Executive's willful breach of any agreement or covenant of this Agreement or any fiduciary duty owed to the Company; and/or (vii)Executive's unsatisfactory performance of Executive's duties after: (A) Executive has received written notice of the general nature of the unsatisfactory performance and (B) Executive has failed to cure the unsatisfactory performance within thirty (30) days thereafter to the satisfaction of the Company. If, during this thirty (30) day timeframe, the Company determines that Executive is not making reasonable good faith efforts to cure the deficiencies to the satisfaction of the Company, the Company has the right to immediately terminate Executive's employment. If the Company determines that Executive cured the unsatisfactory performance before the conclusion of the thirty (30) day timeframe, any recurrence of the same or similar unsatisfactory performance within twelve (12) months of the conclusion of the thirty (30) day timeframe shall constitute "Cause" for Executive's termination, and Executive's employment may be terminated with no further or additional opportunity to cure the unsatisfactory performance. View More

Termination For Cause. Shall mean termination by Company of Employee's employment by Company by reason of (a) Employee's willful dishonesty towards, fraud upon, or deliberate injury or attempted injury to Company which has resulted in material injury to Company, or (b) violation by Employee of the provisions of Section 6, 7, or 8 hereof which has resulted in material injury to Company; provided, however, that Employee's employment shall not be deemed to have been a "Termination for Cause" if such termination took... place as a result of any act or omission believed by Employee in good faith to have been in the interest of Company. View More

Termination For Cause. Shall mean a termination by the Company of Employee's employment with the Company due to the occurrence of any of the following (1) Employee's continued failure (i) to substantially perform Employee's duties and responsibilities (other than any such failure resulting from Employee's physical or mental impairment or incapacity) or (ii) to comply with any material written policy of the Company generally applicable to all officers of the Company and, if applicable, the successor in interest to... Parent or, if such successor is a subsidiary of any other entity, the direct or indirect ultimate parent of such successor (such successor or such ultimate parent entity, the "Parent Successor") which specifically provides that Employee may be dismissed (or Employee's employment terminated) as a consequence of any such failure to comply, in either case more than 10 business days after written demand for substantial performance or compliance with the policy is delivered by Parent or the Parent Successor specifically identifying the manner in which Parent or the Parent Successor believes Employee has not substantially performed Employee's duties and responsibilities or not complied with the written policy; (2) Employee's engaging in an act or acts of gross misconduct which result in, or are intended to result in, material damage to the Company's business or reputation; (3) Employee's failure, following a written request from Parent, reasonably to cooperate (including, without limitation, the refusal by Employee to be interviewed or deposed, or to give testimony) in connection with any investigation or proceeding, whether internal or external (including, without limitation, by any governmental or quasi-governmental agency), into the business practices or operations of the Company; or (4) Employee's conviction of (or plea of guilty or nolo contendere to a charge of) any felony or any crime or misdemeanor, in either case, involving moral turpitude or financial misconduct which results in significant monetary damage to the Company. 3 For purposes of subparagraph (2) of this definition, an act, or failure to act, on Employee's part shall only be considered "misconduct" if done, or omitted, by Employee not in good faith and without reasonable belief that such act, or failure to act, was in the best interest of the Company. View More

Termination For Cause. A termination of employment by reason of an Eligible Officer's act of dishonesty, moral turpitude, insubordination, or an intentional or grossly negligent act detrimental to the interests of the Bank or any Affiliate

Termination For Cause. An Officer's termination of employment with the Company because of: (i) The continued failure by the Officer to devote reasonable time and effort to the performance of his duties (other than a failure resulting from the Officer's incapacity due to physical or mental illness) after written demand for improved performance has been delivered to the Officer by the Company which specifically identifies how the Officer has not devoted reasonable time and effort to the performance of his duties; (ii)... The willful engaging by Officer in misconduct which is substantially injurious to the Company, monetarily or otherwise, or (iii) The Officer's conviction for committing an act of fraud, embezzlement, theft, or other act constituting a felony (other than traffic related offenses or as a result of vicarious liability). A Termination for Cause shall not include a termination attributable to: (i) Bad judgment or negligence on the part of the Officer other than habitual negligence; or (ii) An act or omission believed by the Officer in good faith to have been in or not opposed to the best interests of the Company and reasonably believed by the Officer to be lawful. View More

Termination For Cause. Solely for purposes of this Appendix A, termination of Employee's employment by the Corporation as a result of Employee's conviction for the commission of a felony, material breach of any employment or other agreements between Employee and the Corporation, or willful failure to perform the material responsibilities of his position with the Corporation.

Termination For Cause. Termination of the employment of the Executive with the Corporation and the Bank because of the Executive's willful misconduct, breach of a fiduciary duty involving personal profit, repeated failure to perform stated duties (after written notice and reasonable opportunity to cure), willful violation of any law, rule, or regulation relating to the performance of Executive's duties or which reflects adversely upon the reputation of the Corporation or the Bank (other than traffic violations or... similar offenses) or final cease-and-desist order issued by a federal banking regulator, or (except as provided below) a material breach of any provision of this Agreement (after written notice and reasonable opportunity to cure). No act or failure to act by the Executive shall be considered willful unless the Executive acted or failed to act in bad faith and without a reasonable belief that his action or failure to act was in the best interest of the Corporation or the Bank. The Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board of Directors at a meeting of the Board duly called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive's counsel, to be heard before the Board), stating that in the good faith opinion of the Board of Directors the Executive has engaged in conduct described in the preceding sentence and specifying the particulars thereof in detail. View More

Termination For Cause. Termination of the employment of the Employee because of the Employee's personal dishonesty, 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, or (except as provided below) material breach of any provision of this Agreement. No act or failure to act by the Employee shall be considered willful... unless the Employee acted or failed to act with an absence of good faith and without a reasonable belief that his action or failure to act was in the best interest of the Bank. The Employee shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to the Employee a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board of Directors at a meeting of the Board duly called and held for such purpose (after reasonable notice to the Employee and an opportunity for the Employee, together with the Employee's counsel, to be heard before the Board), stating that in the good faith opinion of the Board of Directors the Employee has engaged in conduct described in the preceding sentence and specifying the particulars thereof in detail. View More

Termination For Cause. Termination by Company of Consultant's services under this Agreement by Company by reason of (a) Consultant's willful dishonesty towards, fraud upon, or deliberate injury or attempted injury to Company which has resulted in material injury to Company, or (b) violation by Consultant of the provisions of Sections 5, 6, 7, 8 or 9 hereof which has resulted in material injury to Company.