Wrongful Conduct Sample Clauses

The Wrongful Conduct clause defines actions or behaviors by a party that are considered improper, illegal, or in violation of the agreement. Typically, this clause outlines what constitutes wrongful conduct, such as fraud, misrepresentation, or breach of duty, and may specify the consequences or remedies available if such conduct occurs. Its core practical function is to deter parties from engaging in prohibited actions and to provide a clear basis for recourse or termination if wrongful behavior is identified, thereby protecting the integrity of the agreement.
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Wrongful Conduct. Notwithstanding anything in the Plan or this Agreement to the contrary, if, during the Covered Period, the Participant engages in Wrongful Conduct, then any unexercised Options, whether vested or unvested, shall automatically be forfeited and canceled effective as of the date on which the Participant first engaged in such Wrongful Conduct. If the Participant engages in Wrongful Conduct or if the Participant’s employment is terminated for Cause, the Participant shall pay to the Company in cash any Option/SAR Financial Gain the Participant realized from exercising all or a portion of the Options within the Wrongful Conduct Period. By entering into this Agreement, the Participant hereby consents to and authorizes the Company and the Subsidiaries to deduct from any amounts payable by such entities to the Participant any amounts the Participant owes to the Company under this Section 4(e) to the extent permitted by law. This right of set-off is in addition to any other remedies the Company may have against the Participant for the Participant’s breach of this Section 4(e). The Participant’s obligations under this Section 4(e) shall be cumulative of any similar obligations the Participant has under the Plan, this Agreement, any Company policy, standard or code (including, without limitation, the Company’s Standards of Business Conduct), or any other agreement with the Company or any Subsidiary.
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Wrongful Conduct. If the Board of Directors of NIL or any committee of the Board of Directors, prior to or following the date Optionee ceases for any reason whatsoever to be an employee, officer, director, or consultant of the Subsidiary (or any other subsidiary of NIL), and after full consideration of the facts, finds by majority vote that Optionee has engaged in fraud, embezzlement, theft, commission of a felony, dishonesty, or any other conduct inimical to NIL, NII or Subsidiary, Optionee shall forfeit all unexercised options, whether or not vested and shall return to the Company any gain on options previously exercised during the period following (x) the date the inimical conduct first occurred or (y) 1 year prior to the date of termination, whichever is earlier. The decision of the Board of Directors of NIL or any committee of the Board of Directors shall be final.
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Wrongful Conduct. If the Board of Directors of NIL or any committee of the Board of Directors, prior to or following the date an Optionee ceases for any reason whatsoever to be an employee, officer, director, or consultant of the Subsidiary and after full consideration of the facts, find by majority vote that Optionee has engaged in fraud, embezzlement, theft, commission of a felony, dishonesty, or any other conduct inimical to NII, NIL or Subsidiary, Optionee shall forfeit all unexercised options, whether or not vested. The decision of the Board of Directors of NIL or such committee shall be final.
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Wrongful Conduct. The Company will not be obligated to indemnify and defend Mr. Hurlbut with respec▇ ▇▇ ▇ ▇▇▇▇eeding as set forth in Section 4.1 in the event, but only in the event, that (a) the Proceeding is terminated by a judgment against, order or conviction of, or plea of nolo contendere or its equivalent, by Mr. Hurlbut and (b) the ▇▇▇▇▇ ▇▇ ▇▇her tribunal hearing the Proceeding expressly finds that Mr. Hurlbut (i) did not ▇▇▇ ▇▇ ▇▇▇▇ faith or in a manner which he reasonably believed to have been in or not opposed to the best interests of the Company or, in the case of a criminal proceeding, had reasonable cause to believe his conduct was unlawful and (ii) in view of all the circumstances, is not entitled to be indemnified by the Company.
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Wrongful Conduct. Notwithstanding any other provision of this Agreement, if the Board or any committee of the Board, prior to or following the date Optionee ceases for any reason whatsoever to be an employee, officer, director, or consultant of Subsidiary (or any other subsidiary of NIL), and after full consideration of the facts, finds by majority vote that Optionee has engaged in fraud, embezzlement, theft, commission of a felony, dishonesty, or any other conduct inimical to NIL, NII or Subsidiary, Optionee shall forfeit all unexercised Options, whether or not vested and shall return to the Company any gain on Options previously exercised. The decision of the Board or any committee of the Board shall be final.
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Related to Wrongful Conduct

  • Detrimental Conduct You agree that during any period in which Restricted Stock Units (and any related dividend equivalents) remain payable, you will not engage in Detrimental Conduct.

  • Serious Misconduct In the case of serious misconduct, or for disqualifying crimes as defined in statutes applied to the licensed provision of home care services, each Employer may in its sole discretion, for reasonable cause, bypass any one or all of the steps of progressive discipline. In the case of any form of discipline less than termination, the employee’s disciplinary action shall include a description of the conduct that is the basis for the disciplinary action(s). Each Employer will strive to identify specific corrective action(s) that the employee is expected to take to improve his/her performance.

  • Detrimental Activity (i) In consideration for the grant of Restricted Stock and in addition to any other remedies available to the Company, the Participant acknowledges and agrees that the Restricted Stock is subject to the provisions in the Plan regarding Detrimental Activity. If the Participant engages in any Detrimental Activity prior to, or during the one-year period after, any vesting of Restricted Stock, all unvested Restricted Stock shall be forfeited, without compensation, and the Committee shall be entitled to recover from the Participant (at any time within one year after such engagement in Detrimental Activity) an amount equal to the Fair Market Value as of the vesting date(s) of any Restricted Stock that had vested in the period referred to above. (ii) The restrictions regarding Detrimental Activity are necessary for the protection of the business and goodwill of the Company and are considered by the Participant to be reasonable for such purposes. Without intending to limit the legal or equitable remedies available in the Plan and in this Agreement, the Participant acknowledges that engaging in Detrimental Activity will cause the Company material irreparable injury for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such activity or threat thereof, the Company shall be entitled, in addition to the remedies provided under the Plan, to obtain from any court of competent jurisdiction a temporary restraining order or a preliminary or permanent injunction restraining the Participant from engaging in Detrimental Activity or such other relief as may be required to specifically enforce any of the covenants in the Plan and this Agreement without the necessity of posting a bond, and in the case of a temporary restraining order or a preliminary injunction, without having to prove special damages.

  • ETHICAL CONDUCT Seller's employees shall comply with the BorgWarner Supplier Code of Conduct articulated within the BorgWarner Supplier Manual. Compliance with these standards is a mandatory component of Buyer's purchase contracts worldwide and must also apply to Seller subcontractors. Both, the BorgWarner Supplier Code of Conduct and the BorgWarner Supplier Manual are incorporated by reference as part of the Purchase Order, are binding on the Seller, and Seller explicitly verifies to have read and accepted the BorgWarner Supplier Code of Conduct and the BorgWarner Supplier Manual.

  • PERSONAL CONDUCT Executive agrees promptly and faithfully to comply with all present and future policies, requirements, directions, requests and rules and regulations of Company in connection with Company’s business. Executive further agrees to conform to all laws and regulations and not at any time to commit any act or become involved in any situation or occurrence tending to bring Company into public scandal, ridicule or which will reflect unfavorably on the reputation of Company.