Executive’s employment shall continue, after the Employment Period, unless terminated as outlined in Sections 3, 4 or 5, as an at-will employee.
“Good Cause Event” shall mean:
a)Executive’s willful and continued failure to substantially perform his duties (other than as a result of incapacity due to physical or mental condition), after a written notice by an ESCO Representative (defined below) identifying the manner in which he or she believes Executive has not effectively performed his duties and after the Executive’s subsequent failure to cure the identified problem(s) in the time set forth in the notice,
b) Executive’s commission of acts which would constitute fraud, misappropriation, embezzlement, theft, dishonesty, breach of fiduciary duty involving personal profit or willful and knowing violation of any laws, rule, regulation (other than traffic violations or similar minor offenses), “Misconduct” as defined in the PCP plan, conduct involving a third party which impairs the reputation of, or harms, ESCO, its respective subsidiaries or its respective affiliates; or violation of ESCO’s policies (including the ESCO’s Code of Business Conduct and Ethics, the Insider Trading Policy and the Insider Trading Policy for Senior Company Officials),
c) Executive’s failure to act professionally and with due consideration and propriety in his personal and professional dealings with customers, vendors, employees or other individuals with whom Executive comes into contact in his capacity as an employee of ESCO or Executive’s engagement in willful conduct which Executive knows or has reason to know is materially detrimental to the business and operations of ESCO, including without limitation, any action or omission which (a) causes injury or damage to ESCO or (b) directly or indirectly causes ESCO to be named a party in any litigation or administrative proceeding with regard to such acts or omissions, or
d)Executive’s material breach of any provision of this Agreement including without limitation, any obligation under Section 9.
For purposes of the definition of a “Good Cause Event”, an act or failure to act shall not be considered “willful” if done or omitted to be done in good faith and with a reasonable belief that the act or omission was in the best interest of ESCO.
“Permanent Disability” shall mean disability or incapacity which extends for the period of time which is the elimination period for ESCO’s LTD plan(s), not to exceed three months and which renders Executive in the reasonable judgment of an ESCO Representative substantially unable to carry out the duties of Executive as currently performed.
“Severance Effective Date” shall mean the 8th day after the Severance Agreement & Release is executed and the Executive has not revoked such Severance Agreement & Release during the 7 day Revocation Period.
“ESCO Representative” shall mean any two (2) Directors of ESCO.