Proper cause clause samples

3.5 Termination by Employer for Proper Cause. If Company, with or without prior notice, terminates Executive’s employment under this Agreement for proper cause under Section 3.4 hereof, and provided such tennination constitutes a separation from service for purposes of Section 409A, all of Executive’s rights and benefits, accrued or payable, present or future, under this Agreement including all rights and benefits under any incentive stock award or option plan, fringe benefit plan or agreement ancillary to this Agreement, shall be immediately forfeited by Executive. In such event, Executive’s only rights and benefits shall be to receive (i) base salary accrued through the Termination Date, (ii) unpaid reimbursable expenses incurred for the benefit of Company prior to the Termination Date, (iii) vested benefits or amounts under any savings or retirement plans (including excess benefit plans), deferred compensation arrangements or welfare benefit plans, and (iv) vested cash and equity amounts with respect to long-term stock or other incentive awards and other incentive awards granted to Executive, if any.

3.6 Termination by the Company Without Proper Cause. The Company may terminate Executive’s employment at any time during the Term without proper cause by providing Executive 90 days’ written notice of such termination effective as of the date stated in the written notice. In the event the Company terminates Executive without proper cause, and in exchange for execution (and, if applicable, non-revocation) by Executive of a written waiver and full release of all known and unknown claims against the Company, Executive shall receive Executive’s Base Salary through salary continuation period for the remainder of the Term on regular payroll days. The usual payroll deductions shall be made from Executive’s paychecks in connection with such payments. As fm1her consideration, Executive shall continue to receive health insurance coverage then paid for by the Company for the remainder of the Term, but Executive’s right to receive health insurance coverage shall terminate upon Executive’s commencement of employment by another company otl”ering health insurance benefits. Company shall provide the legal release and waiver to Executive for his signature within twenty (20) days of his Termination Date, and Executive shall deliver to Company the fully executed legal release no later than twenty-one (21) days thereafter. Executive shall not be entitled to any other payments or benefits of any kind except as expressly specified in this Agreement.

3.6 Termination by the Company Without Proper Cause. The Company may terminate Executive's employment at any time during the Term without proper cause by providing Executive 90 days' written notice of such termination effective as of the dale stated in the written notice. In the event the Company terminates Executive without proper cause, and in exchange lor execution (and, if applicable, non-revocation) by Executive of a written waiver and full release of all known and unknown claims against the Company, Executive shall receive Executive's original Base Salary of $7,000/month through salary continuation period tor the remainder of the Term on regular payroll days, such payment to be made by Company and for a period of eighteen ( 18) months from the Effective Date guaranteed personally by George Weiss, Executive Chairman, in the event of default by Company. The usual payroll deductions shall be made from Executive's paychecks in connection with such payments. As further consideration, Executive shall continue to receive health insurance coverage then paid tor by the Company tor the remainder of the Term. but Executive's right to receive health insurance coverage shall terminate upon Executive's commencement of employment by another company offering health insurance benelits. Company shall provide the legal release and waiver to Executive for his signature within twenty (20) days of his Termination Date, and Executive shall deliver to Company the fully executed legal release no later than twenty-one (21) days thereafter. Executive shall not be entitled to any other payments or benelits of any kind except as expressly specilied in this Agreement.

(b) No Exercise of Option or Delivery of Payment of RSUs if Employment or Other Relationship Terminated for Cause. If the Participant’s employment or other relationship with the Company is terminated for Cause (as such term is defined below) the Options issued to such Participant and any RSUs with respect to which payment shall not have been delivered shall terminate on the date of such termination and shall thereupon not be exercisable to any extent whatsoever. For purposes of the Plan (except as otherwise provided), “Cause” is conduct, as determined by the Board, involving one or more of the following: (i)misconduct by the Participant which is injurious to the Company; or (ii)the commission of an act of embezzlement, fraud or deliberate disregard of the rules or policies of the Company which results in economic loss, damage or injury to the Company; or (iii)the unauthorized disclosure of any trade secret or confidential information of the Company or any third party who has a business relationship with the Company or a violation of any noncompetition covenant or assignment of inventions obligation with the Company; or (iv)the commission of an act which induces any party to break a contract with the Company or to decline to do business with the Company; or (v)the conviction of the Participant of a felony; or (vi)the failure of the Participant to perform in any material respect his or her employment or engagement obligations without proper cause. Any definition in an agreement between the Participant and the Company which contains a conflicting definition of “Cause” for termination and which is in effect at the time of such termination shall supersede the definition in this Plan with respect to such Participant.

or the violation of any noncompetition or nonsolicitation covenant or assignment of inventions obligation with the Company; or (d)the commission of an act which constitutes unfair competition with the Company or which induces any customer or prospective customer of the Company to breach a contract with the Company or to decline to do business with the Company; or (e)the indictment of the Participant for a felony or serious misdemeanor offense, either in connection with the performance of his or her obligations to the Company or which shall adversely affect the Participant’s ability to perform such obligations; or (f)the commission of an act of fraud or breach of fiduciary duty which results in loss, damage or injury to the Company; or (g)the failure of the Participant to perform in a material respect his or her employment, consulting or advisory obligations without proper cause. In making such determination, the Board shall act fairly and in utmost good faith. The Board may in its discretion waive or modify the provisions of this Sectionat a meeting of the Board with respect to any individual Participant with regard to the facts and circumstances of any particular situation involving a determination under this Section.

Subject to the rights of any stock having preference over the common stock to elect directors, the Bylaws provide that a director may be removed only for cause (as defined in the Bylaws) by the affirmative vote of: (i)a majority of the entire GLPI board of directors (not including the director whose removal is being considered); or (ii)75% of the votes cast by the holders of shares entitled to vote generally in the election of directors. In addition, under Section1726(c) of the Pennsylvania Business Corporation Law, or the PBCL, a court may remove a director upon application in a derivative suit in cases of fraudulent or dishonest acts, gross abuse of authority or discretion, or for any other proper cause. Section1726(a)(4) of the PBCL also provides that the board of directors may be removed at any time with or without cause by the unanimous vote or written consents of the shareholders entitled to vote thereon.