Common use of Proper Cause Clause in Contracts

Proper Cause. The Manager may terminate the Executive's employment under this Agreement for "proper cause," without prior notice (except as otherwise specified in ections 3.2(c)(i) and 3.2(c)(v), each requiring prior notice in accordance with Section 6.1 of this Agreement ("Notice")). As used in this Agreement, "proper cause" shall be: (i) any breach by the Executive of any material provision of this Agreement which breach is not remedied within thirty (30) days after receiving Notice of such breach specifically citing this Section 3.2(c)(i). provided. however, that the Manager may terminate this Agreement immediately, without providing a cure period, in the event that the Executive breaches any provision of Article 4; (ii) an act of dishonesty by the Executive if such act has or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI. would reasonably be expected to have a material adverse impact on the financial interests or business reputation of CODI, the Manager or its Affiliates; (iii) gross negligence or willful misconduct in the performance of the Executive's duties hereunder if such gross negligence or willful misconduct has or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI, would reasonably be expected to have, a material impact on the financial interest or business reputation of CODI, the Manager or its Affiliates; (iv) breach of the Executive's duty of loyalty or other fiduciary duties to CODI, the Manager or its Affiliates; (v) willful failure of the Executive to follow the reasonable directives of the Managing Member or the Board of Directors of CODI pertaining to legal compliance or audits of CODI, the Manager or its Affiliates within ten (10) days of receiving Notice of any such failure to follow such directives; (vi) the Executive's conviction of, or plea of nolo contendere to, a crime which the Manager and/or the Board of Directors of CODI reasonably determines materially and adversely affects or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI, would reasonably be expected to materially and adversely affect the reputation of CODI, the Manager or any of its Affiliates or the Executive's ability to perform the services required hereunder; (vii) a willful or reckless violation of a material regulatory requirement, or of any material written policy or procedure applicable to CODI, the Manager or its Affiliates, that has a material adverse impact or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI, would reasonably be expected to have a material adverse impact on the financial interests or business reputation of CODI, the Manager or its Affiliates; or (viii) commission of an act of fraud, embezzlement, or material misappropriation, by the Executive with respect to his relations with CODI, the Manager or its Affiliates, or any of their respective employees, customers, agents, or representatives.

Proper Cause. The Manager may terminate the Executive's ’s employment under this Agreement for "“proper cause," ” without prior notice (except as otherwise specified in ections Sections 3.2(c)(i) and 3.2(c)(v), each requiring prior notice in accordance with Section 6.1 of this Agreement ("“Notice"”)). As used in this Agreement, "“proper cause" ” shall be: (i) any breach by the Executive of any material provision of this Agreement which breach is not remedied within thirty (30) days after receiving Notice of such breach specifically citing this Section 3.2(c)(i). , provided. , however, that the Manager may terminate this Agreement immediately, without providing a cure period, in the event that the Executive breaches any provision of Article 4; (ii) an act of dishonesty by the Executive if such act has or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI. , would reasonably be expected to have a material adverse impact on the financial interests or business reputation of CODI, the Manager or its Affiliates; (iii) gross negligence or willful misconduct in the performance of the Executive's ’s duties hereunder if such gross negligence or willful misconduct has or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI, would reasonably be expected to have, a material impact on the financial interest or business reputation of CODI, the Manager or its Affiliates; (iv) breach of the Executive's ’s duty of loyalty or other fiduciary duties to CODI, the Manager or its Affiliates; (v) willful failure of the Executive to follow the reasonable directives of the Managing Member or the Board of Directors of CODI pertaining to legal compliance or audits of CODI, the Manager or its Affiliates within ten (10) days of receiving Notice of any such failure to follow such directives; (vi) the Executive's ’s conviction of, or plea of nolo contendere to, a crime which the Manager and/or the Board of Directors of CODI reasonably determines materially and adversely affects or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI, would reasonably be expected to materially and adversely affect the reputation of CODI, the Manager or any of its Affiliates or the Executive's ’s ability to perform the services required hereunder; (vii) a willful or reckless violation of a material regulatory requirement, or of any material written policy or procedure applicable to CODI, the Manager or its Affiliates, that has a material adverse impact or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI, would reasonably be expected to have a material adverse impact on the financial interests or business reputation of CODI, the Manager or its Affiliates; or (viii) commission of an act of fraud, embezzlement, or material misappropriation, by the Executive with respect to his relations with CODI, the Manager or its Affiliates, or any of their respective employees, customers, agents, or representatives.

Proper Cause. The Manager Company may terminate the tenninate Executive's employment under this Agreement for "proper cause," without prior notice (except as otherwise othetwise specified in ections 3.2(c)(iSections 3.4(a) and 3.2(c)(v3.4(f), each requiring prior notice in accordance with Section 6.1 of this Agreement ("Notice")). In the event Executive's employment is tem1inated for proper cause, Executive shall receive only his Base Salary and accmed benefits earned tlu-ough the date oftennination. As used in this Agreement, "proper cause" shall be: (ia) any breach by the Executive of any material provision of this Agreement which breach is not remedied within thirty thitty (30) days after receiving Notice of such breach specifically citing this Section 3.2(c)(i3.4(a). ; provided. , however, that the Manager Company may terminate tenninate this Agreement immediately, without providing a cure period, in the event that the Executive breaches any provision of Article Atticle 4; (iib) an act of dishonesty by the Executive if such act has or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI. would or could reasonably be expected to have a material adverse impact on the financial interests or business reputation of CODI, the Manager Company or its AffiliatesAffiliates (where "Affiliates"shall mean any entity that is controlled by Company, or is under corrunon control with Company); (iiic) gross negligence negligent or willful misconduct in the performance perfmmance of the Executive's duties hereunder if such gross negligence or willful misconduct has or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI, would reasonably be expected to have, or could have a material impact on the financial interest or business reputation of CODI, the Manager Company or its Affiliates; (ivd) conduct that is intended to, or is reasonably likely to, be deleterious to the financial interest or business reputation of Company or its Affiliates; (e) breach of the Executive's duty of loyalty or other fiduciary duties to CODI, the Manager or its Affiliates; Company; (vf) willful failure of the Executive to follow the reasonable directives of the Managing Member or the Board of Directors of CODI pertaining to legal compliance or audits of CODI, the Manager or its Affiliates Company within ten (10I 0) days of receiving Notice of any such failure to follow such directives; (vig) the Executive's conviction of, or plea of nolo contendere to, a felony, a tnisdemeanor crime involving dishonesty, or any crime which the Manager and/or the Board of Directors of CODI Company reasonably determines materially and adversely affects or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI, would reasonably be expected to could materially and adversely affect the reputation of CODI, the Manager Company or any of its Affiliates or the Executive's ability to perform perfonn the services required hereunder; (viih) a willful or reckless violation of a material regulatory regulatmy requirement, or of any material written policy or procedure applicable to CODI, the Manager or its AffiliatesCompany, that has a material adverse impact or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI, would reasonably be expected to or could have a material adverse impact on the financial interests or business reputation of CODI, the Manager Company or its Affiliates; or; (viiii) commission of an act of fraud, embezzlement, or material misappropriation, misappropriation by the Executive with respect to his relations with CODI, the Manager or its Affiliates, Company or any of their respective its employees, customers, agents, or representatives; or (j) failure by Executive to adhere to the highest professional standard for an individual holding the same or comparable position in the metropolitan Phoenix, Arizona area.

Proper Cause. The Manager Company may terminate the tenninate Executive's employment under this Agreement for "proper cause," without prior notice (except as otherwise specified in ections 3.2(c)(iSections 3.4(a) and 3.2(c)(v3.4(f), each requiring prior notice in accordance with Section 6.1 of this Agreement ("Notice")). In the event Executive's employment is terminated for proper cause, Executive shall receive only his Base Salary and accrued benefits earned through the date of termination. As used in this Agreement, "proper cause" shall be: (ia) any breach by the Executive of any material provision of this Agreement which breach is not remedied within thirty (30) days after receiving Notice of such breach specifically citing this Section 3.2(c)(i3.4(a). ; provided. , however, that the Manager Company may terminate this Agreement immediately, without providing a cure period, in the event that the Executive breaches any provision of Article 4; (iib) an act of dishonesty by the Executive if such act has or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI. would or could reasonably be expected to have a material adverse impact on the financial interests or business reputation of CODI, the Manager Company or its Affiliates (where "Affiliates" shall mean any entity that is controlled by Company, or is under common control with Company); (iiic) gross negligence negligent or willful misconduct in the performance of the Executive's duties hereunder if such gross negligence or willful misconduct has or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI, would reasonably be expected to have, or could have a material impact on the financial interest or business reputation of CODI, the Manager Company or its Affiliates; (ivd) conduct that is intended to, or is reasonably likely to, be deleterious to the financial interest or business reputation of Company or its Affiliates; (e) breach of the Executive's duty of loyalty or other fiduciary duties to CODI, the Manager or its Affiliates; Company; (vf) willful failure of the Executive to follow the reasonable directives of the Managing Member or the Board of Directors of CODI pertaining to legal compliance or audits of CODI, the Manager or its Affiliates Company within ten (101 0) days of receiving Notice of any such failure to follow such directives; (vig) the Executive's conviction of, or plea of nolo contendere to, a felony, a misdemeanor crime involving dishonesty, or any crime which the Manager and/or the Board of Directors of CODI Company reasonably determines materially and adversely affects or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI, would reasonably be expected to could materially and adversely affect the reputation of CODI, the Manager Company or any of its Affiliates or the Executive's ability to perform the services required hereunder; (viih) a willful or reckless violation of a material regulatory requirement, or of any material written policy or procedure applicable to CODI, the Manager or its AffiliatesCompany, that has a material adverse impact or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI, would reasonably be expected to or could have a material adverse impact on the financial interests or business reputation of CODI, the Manager Company or its Affiliates; or; (viiii) commission of an act of fraud, embezzlement, or material misappropriation, misappropriation by the Executive with respect to his relations with CODI, the Manager or its Affiliates, Company or any of their respective its employees, customers, agents, or representatives; or (i) failure by Executive to adhere to the highest professional standard for an individual holding the same or comparable position in the metropolitan Phoenix, Arizona area.

Proper Cause. The Manager Company may terminate the Executive's ’s employment under this Agreement for "“proper cause," ” without prior notice (except as otherwise specified in ections 3.2(c)(iSections 3.4(a) and 3.2(c)(v3.4(f), each requiring prior notice in accordance with Section 6.1 6. I of this Agreement ("“Notice"”)). In the event Executive’s employment is te1minated for proper cause, Executive shall receive only his Base Salary and accrued benefits earned through the date of termination. As used in this Agreement, "“proper cause" ” shall be: (ia) any breach by the Executive of any material provision of this Agreement which breach is not remedied within thirty (30) days after receiving Notice of such breach specifically citing this Section 3.2(c)(i3.4(a). ; provided. , however, that the Manager Company may terminate this Agreement immediately, without providing a cure period, in the event that the Executive breaches any provision of Article A1ticle 4; (iib) an act of dishonesty by the Executive if such act has or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI. would or could reasonably be expected to have a material adverse impact on the financial interests or business reputation of CODI, the Manager Company or its Affiliates (where “Affiliates” shall mean any entity that is controlled by Company, or is under common control with Company); (iiic) gross negligence negligent or willful misconduct in the performance of the Executive's ’s duties hereunder if such gross negligence or willful misconduct has or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI, would reasonably be expected to have, or could have a material impact on the financial interest or business reputation of CODI, the Manager Company or its Affiliates; (ivd) conduct that is intended to, or is reasonably likely to, be deleterious to the financial interest or business reputation of Company or its Affiliates; (e) breach of the Executive's ’s duty of loyalty or other fiduciary duties to CODI, the Manager or its Affiliates; Company; (vf) willful failure fail me of the Executive to follow the reasonable directives of the Managing Member or the Board of Directors of CODI pertaining peitaining to legal compliance or audits of CODI, the Manager or its Affiliates Company within ten (10l0) days of receiving Notice of any such failure to follow such directives; (vig) the Executive's ’s conviction of, or plea of nolo contendere to, a felony, a misdemeanor crime involving dishonesty, or any crime which the Manager and/or the Board of Directors of CODI Company reasonably determines could materially and adversely affects or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI, would reasonably be expected to materially and adversely affect the reputation of CODI, the Manager Company or any of its Affiliates or the Executive's ’s ability to perform the services required hereunder; (viih) a willful or reckless violation of a material regulatory requirement, or of any material written policy or procedure applicable to CODI, the Manager or its AffiliatesCompany, that has a material adverse impact or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI, would reasonably be expected to or could have a material adverse impact on the financial tinancial interests or business reputation of CODI, the Manager Company or its Affiliates; or; (viiii) commission of an act of fraudti·m1d, embezzlement, or material misappropriation, misappropriation by the Executive with respect to his relations with CODI, the Manager or its Affiliates, Company or any of their respective its employees, customers, agents, or representatives; or (j) failure by Executive to adhere to the highest professional standard for an individual holding the same or comparable position in the metropolitan Phoenix, Arizona area.

Proper Cause. The Manager Company may terminate the Executive's employment under this Agreement for "proper cause," without prior notice (except as otherwise specified in ections 3.2(c)(iSections 3.4(a) and 3.2(c)(v3.4(f), each requiring prior notice in accordance with Section 6.1 of this Agreement ("Notice")). In the event Executive's employment is terminated for proper cause, Executive shall receive only her Base Salary and accrued benefits earned through the date of termination. As used in this Agreement, "proper cause" shall be: (ia) any breach by the Executive of any material provision of this Agreement which breach is not remedied within thirty (30) days after receiving Notice of such breach specifically citing this Section 3.2(c)(i3.4(a). ; provided. , however, that the Manager Company may terminate this flus Agreement immediately, without providing a cure period, in the event that the Executive breaches any provision of Article 4; (iib) an act of dishonesty by the Executive if such act has or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI. would or could reasonably be expected to have a material adverse impact on the financial interests or business reputation of CODI, the Manager Company or its AffiliatesAffiliates (where "Affiliates"shall mean any entity that is controlled by Company, or is under common control with Company); (iiic) gross negligence negligent or willful misconduct in the performance of the Executive's duties hereunder if such gross negligence or willful misconduct has or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI, would reasonably be expected to have, or could have a material impact on the financial interest or business reputation of CODI, the Manager Company or its Affiliates; (ivd) breach conduct that is intended to, or is reasonably likely to, be deleterious to the financial interest or business reputation of the Executive's duty of loyalty or other fiduciary duties to CODI, the Manager Company or its Affiliates; (ve) breach ofExecutive's duty ofloyalty or other fiduciary duties to Company; (f) willful failure of the Executive to follow the reasonable directives of the Managing Member or the Board of Directors of CODI pertaining pertairung to legal compliance or audits of CODI, the Manager or its Affiliates Company within ten (10) days of receiving Notice of any such failure to follow such directives; (vig) the Executive's conviction of, or plea of nolo contendere to, a felony, a misdemeanor crime involving dishonesty, or any crime which the Manager and/or the Board of Directors of CODI Company reasonably determines materially and adversely affects or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI, would reasonably be expected to could materially and adversely affect the reputation of CODI, the Manager Company or any of its Affiliates or the Executive's ability to perform perfonn the services required hereunder; (viih) a willful or reckless violation of a material regulatory requirement, or of any material written policy or procedure applicable to CODI, the Manager or its AffiliatesCompany, that has a material adverse impact or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI, would reasonably be expected to or could have a material adverse impact on the financial interests or business reputation of CODI, the Manager Company or its Affiliates; or; (viiii) commission of an act of fraud, embezzlement, or material misappropriation, misappropriation by the Executive with respect to his her relations with CODI, the Manager or its Affiliates, Company or any of their respective its employees, customers, agents, or representatives; or (i) failure by Executive to adhere to the highest professional standard for an individual holding the same or comparable position in the metropolitan Phoenix, Arizona area.

Proper Cause. The Manager Company may terminate the Executive's employment under this Agreement for "proper cause," without prior notice (except as otherwise specified in ections 3.2(c)(iSections 3.4(a) and 3.2(c)(v3.4(1), each requiring prior notice in accordance with Section 6.1 of this Agreement ("Notice")). In the event Executive's employment is terminated for proper cause, Executive shall receive only his Base Salary and accrued benefits earned through the date of termination. As used in this Agreement, "proper cause" shall be: (ia) any breach by the Executive of any material provision of this Agreement which breach is not remedied within thirty (30) days after receiving Notice of such breach specifically citing this Section 3.2(c)(i3.4(a). ; provided. , however, that the Manager Company may terminate this Agreement immediately, without providing a cure period, in the event that the Executive breaches any provision of Article 4; (iib) an act of dishonesty by the Executive if such act has or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI. would or could reasonably be expected to have a material adverse impact on the financial tinancial interests or business reputation of CODI, the Manager Company or its Affiliates (where "Affiliates" shall mean any entity that is controlled by Company, or is under common control with Company); (iiic) gross negligence negligent or willful misconduct in the performance of the Executive's duties hereunder if such gross negligence or willful misconduct has or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI, would reasonably be expected to have, or could have a material impact on the financial interest or business reputation of CODICompany or its Atliliates; (d) conduct that is intended to, or is reasonably likely to, be deleterious to the Manager financial interest or business reputation of Company or its Affiliates; ; (ive) breach of the Executive's duty of loyalty or other fiduciary tiduciary duties to CODI, the Manager or its Affiliates; Company; (vf) willful failure of the Executive to follow the reasonable directives of the Managing Member or the Board of Directors of CODI pertaining to legal compliance or audits of CODI, the Manager or its Affiliates Company within ten (10) days of receiving Notice of any such failure to follow such directives; (vi) the Executive's conviction of, or plea of nolo contendere to, a crime which the Manager and/or the Board of Directors of CODI reasonably determines materially and adversely affects or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI, would reasonably be expected to materially and adversely affect the reputation of CODI, the Manager or any of its Affiliates or the Executive's ability to perform the services required hereunder; (vii) a willful or reckless violation of a material regulatory requirement, or of any material written policy or procedure applicable to CODI, the Manager or its Affiliates, that has a material adverse impact or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI, would reasonably be expected to have a material adverse impact on the financial interests or business reputation of CODI, the Manager or its Affiliates; or (viii) commission of an act of fraud, embezzlement, or material misappropriation, by the Executive with respect to his relations with CODI, the Manager or its Affiliates, or any of their respective employees, customers, agents, or representatives.

Proper Cause. The Manager Company may terminate the Executive's employment under this Agreement for "proper cause," without prior notice (except as otherwise specified in ections 3.2(c)(iSections 3.4(a) and 3.2(c)(v3.4(f), each requiring prior notice in accordance with Section 6.1 of this Agreement ("Notice")). In the event Executive's employment is terminated for proper cause, Executive shall receive only his Base Salary and accrued benefits earned through the date of termination. As used in this Agreement, "proper cause" shall be: (ia) any breach by the Executive of any material provision of this Agreement which breach is not remedied within thirty (30) days after receiving Notice of such breach specifically citing this Section 3.2(c)(i3.4(a). ; provided. , however, that the Manager Company may terminate this Agreement immediately, without providing a cure period, in the event that the Executive breaches any provision of Article 4; (iib) an act of dishonesty by the Executive if such act has or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI. would or could reasonably be expected to have a material adverse impact on the financial interests or business reputation of CODI, the Manager Company or its Affiliates (where "Affiliates" shall mean any entity that is controlled by Company, Ot' is under common control with Company); (iiic) gross negligence negligent or willful misconduct in the performance of the Executive's duties hereunder if such gross negligence or willful misconduct has or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI, would reasonably be expected to have, or could have a material impact on the financial interest or business reputation of CODI, the Manager Company or its Affiliates; (ivd) conduct that is intended to, or is reasonably likely to, be deleterious to the financial interest or business reputation of Company or its Affiliates; (e) breach of the Executive's duty of loyalty or other fiduciary duties to CODI, the Manager or its AffiliatesCompany; (vf) willful failure of the Executive to follow the reasonable directives of the Managing Member or the Board of Directors of CODI pertaining to legal compliance or audits of CODI, the Manager or its Affiliates Company within ten (10I 0) days of receiving Notice of any such failure to follow such directives; (vig) the Executive's conviction of, or plea of nolo contendere to, a felony, a misdemeanor crime involving dishonesty, or any crime which the Manager and/or the Board of Directors of CODI Company reasonably determines materially and adversely affects or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI, would reasonably be expected to could materially and adversely affect the reputation of CODI, the Manager Company or any of its Affiliates or the Executive's ability to perform the services required hereunder; (viih) a willful or reckless violation of a material regulatory requirement, or of any material written policy or procedure applicable to CODI, the Manager or its AffiliatesCompany, that has a material adverse impact or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI, would reasonably be expected to or could have a material adverse impact on the financial interests or business reputation of CODI, the Manager Company or its Affiliates; or; (viiii) commission of an act of fraud, embezzlement, or material misappropriation, misappropriation by the Executive with respect to his relations with CODI, the Manager or its Affiliates, Company or any of their respective its employees, customers, agents, or representatives; or (i) failure by Executive to adhere to the highest professional standard for an individual holding the same or comparable position in the metropolitan Phoenix, Arizona area.

Proper Cause. The Manager Company may terminate the Executive's employment under this Agreement for "proper cause," without prior notice (except as otherwise specified in ections 3.2(c)(iSections 3.4(a) and 3.2(c)(v3.4(f), each requiring prior notice in accordance with Section 6.1 of this Agreement ("Notice")). In the event Executive's employment is terminated for proper cause, Executive shall receive only his Base Salary and accrued benefits earned through the date oftennination. As used in this Agreement, "proper cause" shall be: (ia) any breach by the Executive of any material provision of this Agreement which breach is not remedied within thirty (30) days after receiving Notice of such breach specifically citing this Section 3.2(c)(i3.4(a). ; provided. , however, that the Manager Company may terminate this Agreement immediately, without providing a cure period, in the event that the Executive breaches any provision of Article A1ticle 4; (iib) an act of dishonesty by the Executive if such act has or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI. would or could reasonably be expected to have a material adverse impact on the financial interests or business reputation of CODI, the Manager Company or its Affiliates (where "Affiliates" shall mean any entity that is controlled by Company, or is under common control with Company); (iiic) gross negligence negligent or willful misconduct in the performance of the Executive's duties hereunder if such gross negligence or willful misconduct has or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI, would reasonably be expected to have, or could have a material impact on the financial interest or business reputation of CODI, the Manager Company or its Affiliates; (ivd) conduct that is intended to, or is reasonably likely to, be deleterious to the financial interest or business reputation of Company or its Affiliates; (e) breach of the Executive's duty of loyalty or other fiduciary duties to CODI, the Manager or its AffiliatesCompany; (vf) willful failure of the Executive to follow the reasonable directives of the Managing Member or the Board of Directors of CODI pertaining to legal compliance or audits of CODI, the Manager or its Affiliates Company within ten (10I 0) days of receiving Notice of any such failure to follow such directives; (vig) the Executive's conviction of, or plea of nolo contendere to, a felony, a misdemeanor crime involving dishonesty, or any crime which the Manager and/or the Board of Directors of CODI Company reasonably determines materially and adversely affects or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI, would reasonably be expected to could materially and adversely affect the reputation of CODI, the Manager Company or any of its Affiliates or the Executive's ability to perform the services required hereunder; (viih) a willful or reckless violation of a material regulatory requirement, or of any material written policy or procedure applicable to CODI, the Manager or its AffiliatesCompany, that has a material adverse impact or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI, would reasonably be expected to or could have a material adverse impact on the financial interests or business reputation of CODI, the Manager Company or its Affiliates; orAfliliates; (viiii) commission of an act of fraud, embezzlement, or material misappropriation, misappropriation by the Executive with respect to his relations with CODI, the Manager or its Affiliates, Company or any of their respective its employees, customers, agents, or representatives; or (j) failure by Executive to adhere to the highest professional standard for an individual holding the same or comparable position in the metropolitan Phoenix, Arizona area.