Scott Morrow
New Member
- Jurisdiction
- California
the following term for cause language is what I am being asked to agree to. the repercussions if termed for cause are severe in this instance - i am at risk of losing a material amount of capital that I am being asked to invest in the company. they will not budge on position. so this is a take it/leave it issue.
the question: the below seems pretty fair/hard to imagine i would violate, but is there a loophole here that I am not seeing that lends itself to high subjectivity/leeway on the employer's part?
1.1 "Cause" shall mean the occurrence of any of the following, as determined by the Committee:
(a) a Participant's willful and continued failure substantially to perform his or her duties (other than as a result of total or partial incapacity due to physical or mental illness or as a result of termination by such Participant for Good Reason), which failure continues for more than 30 days after receipt by the Participant of written notice setting forth the facts and circumstances identified by the Company as constituting adequate grounds for termination under this clause (a);
(b) any willful act or omission by a Participant constituting dishonesty, fraud or other malfeasance, and any act or omission by a Participant constituting immoral conduct, which in any such case is injurious to the financial condition or business reputation of the Company or any of its Affiliates;
(c) a Participant's indictment for a felony under the laws of the United States or any state thereof or any other jurisdiction in which the Company conducts business; or
(d) a Participant's breach of any nonsolicitation, noncompetition, confidentiality, non-disparagement or other restrictive covenant by which he or she is bound.
For purposes of this definition, no act or failure to act shall be deemed "willful" unless effected by a Participant not in good faith and without a reasonable belief that such action or failure to act was in or not opposed to the Company's best interests.
the question: the below seems pretty fair/hard to imagine i would violate, but is there a loophole here that I am not seeing that lends itself to high subjectivity/leeway on the employer's part?
1.1 "Cause" shall mean the occurrence of any of the following, as determined by the Committee:
(a) a Participant's willful and continued failure substantially to perform his or her duties (other than as a result of total or partial incapacity due to physical or mental illness or as a result of termination by such Participant for Good Reason), which failure continues for more than 30 days after receipt by the Participant of written notice setting forth the facts and circumstances identified by the Company as constituting adequate grounds for termination under this clause (a);
(b) any willful act or omission by a Participant constituting dishonesty, fraud or other malfeasance, and any act or omission by a Participant constituting immoral conduct, which in any such case is injurious to the financial condition or business reputation of the Company or any of its Affiliates;
(c) a Participant's indictment for a felony under the laws of the United States or any state thereof or any other jurisdiction in which the Company conducts business; or
(d) a Participant's breach of any nonsolicitation, noncompetition, confidentiality, non-disparagement or other restrictive covenant by which he or she is bound.
For purposes of this definition, no act or failure to act shall be deemed "willful" unless effected by a Participant not in good faith and without a reasonable belief that such action or failure to act was in or not opposed to the Company's best interests.
