Termination with cause clause samples

1.7“Early Termination” means Separation from Service before Normal Retirement Age for reasons other than death, Disability, or Termination with Cause. Early Termination excludes a Separation from Service governed by section 2.4.

5.1 Termination with Cause. Despite any contrary provision of this Agreement, the Bank will not pay any benefit under this Agreement and this Agreement will terminate if Separation from Service is a Termination with Cause.

(b)Voluntary Termination with Cause. Either the facts and circumstances indicate that each of the following five conditions is satisfied or that the Participant’s termination is properly characterized as involuntary pursuant to Treasury Regulation §1.409A-1(n)(2), other IRS guidance of general applicability, or an IRS private letter ruling applicable to the Participant.

(g) “Termination Without Cause” means the termination of the Executive’s employment by the Company that does not constitute a Termination With Cause. For the avoidance of doubt, termination of the Executive’s employment on account of death, Disability or Voluntary Termination is not a Termination Without Cause.

(b) Termination With Cause. The Company may, with a Notice of Termination, terminate the Executive’s employment with the Company at any time upon the occurrence of any event that would permit a Termination With Cause.

(b) With or without Cause. The Company may terminate the Executive’s employment during the Employment Period with or without Cause. For purposes of this Agreement, “Cause” means the Executive’s termination of employment based upon any one of the following, as determined in good faith by the Board: (i)the Executive is convicted of, or pleads guilty or nolo contendere to a felony or other crime involving moral turpitude, dishonesty, or sexual misconduct (other than motor vehicle related for which a noncustodial sentence is received); (ii)the Executive’s theft, embezzlement, fraud, misappropriation, or misconduct involving, or intentional infliction of material damage to, the Company’s or any affiliate’s assets, property, or business opportunities; (iii)the Executive receives a positive illegal drug test result, and the Executive does not provide evidence refuting such result to the Board after having been given a reasonable opportunity to do so; (iv)the Executive’s habitual misuse of alcohol or controlled substances or the performance of the Executive’s duties for the Company under the material influence of alcohol or non-prescribed controlled substances; (v)intentional failure to substantially perform (other than by reason of Disability), or gross negligence in the performance of, the Executive’s duties to the Company or any affiliates, or the Executive’s refusal or intentional failure to follow or carry out any lawful direction of the Board or any of its affiliate’s board of directors (or other equivalent governing body) or the written policies of the Company; or (vi)the Executive’s intentional, material breach of any agreement between the Executive and the Company or any affiliate of the Company. Prior to any termination with Cause, the Company shall provide written notice to the Executive of its intent to effect a termination of the Executive’s employment with Cause and provide the Executive with an opportunity to demonstrate that there is no basis for such a termination with Cause. The Company, in its sole discretion, shall determine the amount of time that the Executive will be given to demonstrate that there is no basis for a termination with Cause; provided that during such time period the Company shall have the right to put the Executive on leave.