Common use of Proper Cause Clause in Contracts

Proper Cause. The Company, by written notice to the Executive, may terminate the Company's employment of the Executive for proper cause. As used herein, "proper cause" shall mean that the Executive has: (1) willfully refused or failed to carry out specific directions of the Board, the Chairman of the Board and/or the President of the Company which directions are not inconsistent with the duties and responsibilities set forth in Section 1 hereof, or willfully refused or failed to perform a material part of such duties and responsibilities hereunder; (2) committed a breach of any of the provisions of Section 8, 9 or 10 of this Agreement; (3) acted fraudulently or dishonestly in his relations with the Company; (4) been convicted of a felony involving an act of moral turpitude, fraud or misrepresentation; (5) engaged in the use of illegal substances or alcohol, which use has impaired the Executive's ability to perform his duties and responsibilities; or