Definition

Cause

Posted by Steven Ayr

For purposes of this Agreement, “Cause” shall mean a good faith finding by the Board of Directors that employee has engaged in or committed any of the following: (i) an act or omission with respect to the Company constituting willful misconduct or gross negligence and which caused material harm to the Company; (ii) the employee pleads “guilty” or “no contest” to, or is convicted of any felony or other criminal violation involving fraud, embezzlement or misappropriation; or (iii) employee repeatedly and materially fails or refuses to perform his material duties and responsibilities (except due to the employee’s death or Disability); provided, that “Cause” shall not be deemed to have occurred pursuant to subsection (iii) hereof, unless the employee (A) receives written notice from the Company specifying in reasonable detail the grounds giving rise to such termination, and (B) fails to cure such grounds to the Company’s reasonable satisfaction within 30 days after receipt of such written notice.

Revisions

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