Definitions Clause Example with 4 Variations from Business Contracts

Definitions. 12.1Cause. For purposes of this Agreement, "Cause" means the occurrence of any one or more of the following: (i) Employee's conviction of or plea of guilty or nolo contendere to any felony or a crime of moral turpitude or dishonesty; (ii) Employee's willful and continued failure or refusal to follow lawful and reasonable instructions of the Company or lawful and reasonable policies and regulations of the Company or its affiliates; (iii) Employee's willful and continued failure to faithfully and ...diligently perform the assigned duties of Employee's employment with the Company or its affiliates; (iv) unprofessional, unethical, immoral or fraudulent conduct by Employee; (v) conduct by Employee that materially discredits the Company or any affiliate or is materially detrimental to the reputation, character and standing of the Company or any affiliate; or (vi) Employee's material breach of this Agreement, the Proprietary Agreement, or any applicable Company policies. An event described in Section 12.1(ii) through Section 12.1(vi) herein shall not be treated as "Cause" until after Employee has been given written notice of such event, failure, conduct or breach and Employee fails to cure such event, failure, conduct or breach within 30 calendar days from such written notice; provided, however, that such 30-day cure period shall not be required if the event, failure, conduct or breach is determined by the Company to be incapable of being cured. 12.2Change in Control. For purposes of this Agreement, "Change in Control" shall have the meaning described in the Company's 2014 Equity Incentive Plan. 12.3Change in Control Period. 12.4Good Reason. For purposes of this Agreement, Employee shall have "Good Reason" for resignation from employment with the Company if any of the following actions are taken by the Company without Employee's prior written consent: (i) a material reduction in Employee's Base Salary, unless pursuant to a salary reduction program applicable generally to the Company's senior executives; (ii) a material reduction in Employee's duties (including responsibilities and/or authorities), provided, however, that a change in job position (including a change in title) or reporting line shall not be deemed a "material reduction" in and of itself unless Employee's new duties are materially reduced from the prior duties; or (iii) relocation of Employee's principal place of employment to a place that increases Employee's one-way commute by more than fifty (50) miles as compared to Employee's then-current principal place of employment immediately prior to such relocation. In order for Employee to resign for Good Reason, each of the following requirements must be met: (i) Employee must provide written notice to the Company's Chief Executive Officer within thirty (30) calendar days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Employee's resignation, (ii) Employee must allow the Company at least thirty (30) calendar days from receipt of such written notice to cure such event, (iii) such event is not reasonably cured by the Company within such 30 calendar day period (the "Cure Period"), and (iv) Employee must resign in writing from all positions Employee then holds with the Company not later than 30 calendar days after the expiration of the Cure Period. View More