A "Discharge for Cause" clause allows an employer to terminate an employee's contract based on specific, outlined misconduct or performance failures, such as breach of duties, theft, or insubordination. The clause typically requires evidence supporting the allegation and may detail procedures for how such cases are handled to ensure fair process.
Discharge For Cause. Discharge for Cause means termination resulting from the following: i. willful misconduct or gross negligence of Executive in connection with the performance of his duties. This includes the willful non-performance of assigned duties and, without limitation, misappropriation of funds or property of the Bank or any of its affiliates or securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the bank; or ii.gross violations including any gross misconduct as referred to in the Bank’s policy manuals, employee handbooks or any other human resource policies set forth by Bank including, without limitation, policies relating to sexual harassment, race, sex or age discrimination, or any other forms of discrimination; or iii.the entry of any legal order which has the effect of precluding Executive from performing his duties for more than 30 consecutive days.
Discharge For Cause. “Discharge For Cause” shall mean termination of Executive’s employment hereunder for any one or more of the following: (i) gross negligence or willful misfeasance demonstrated by Executive in the performance of his duties; (ii) refusal by Executive to perform ethical and lawful duties assigned by the Board of Directors that are consistent with the Executive’s title and role within the Company as set forth herein, that continues uncured for thirty (30) days following receipt of written notice from a majority of the Board of Directors; (iii) Executive is found by a court of competent jurisdiction to have engaged in any act of fraud or embezzlement that adversely affects the Company or any of its Affiliates (including, without limitation, the reputation of the Company or any of its Affiliates); (iv) Executive breaching in any material respect any provision contained in Section 3.2 of this Agreement, which such breach is not cured within thirty (30) days after receipt of written notice from the Board of Directors; (v) Executive breaching in any material respect any provision contained in Sections 4.7 or 4.8 of this Agreement; (vi) Executive’s conviction after trial and appeal of a felony involving fraud or moral turpitude or entering into a plea of guilty or nolo contendere (or its equivalent) to such a felony; or (vii) Executive’s commencement of employment with another company while he is an employee of the Company without the prior consent of the Board of Directors. It is expressly understood that Executive’s participation in an advisory role for those entities listed on Exhibit A, shall not be a violation of this subsection (vii).
Discharge Without Cause. “Discharge Without Cause” shall mean the Company’s termination of Executive’s employment hereunder during the Term (as defined in Section 4.1 below) for any reason other than a Discharge For Cause or due to Executive’s death or Permanent Disability.
As used in this Agreement , discharge for cause includes, but is not limited to, dishonesty, attendance problems, deliberate misconduct or failure to act, destruction of property, significant breach of ECOLAB rules (including the Code of Conduct), commission of unlawful acts against or reflecting on ECOLAB and similar acts or occurrences.
Discharge for Cause. If the Employee, prior to the Expiration Date, ceases his or her employment with the Company because he or she is discharged for Cause, the right to exercise this Option shall terminate immediately upon such termination for Cause.
If you leave Ecolab’s employment voluntarily or are discharge for cause* at any time during the two-year period following your date of hire/transfer, you will be required to repay Ecolab on a pro-rata basis as described in the Relocation Payback Agreement. Should you have questions related specifically to relocation, please contact Graebel Relocation at 1-888-948-4330. * For purposes of relocation payback outlined in this offer letter, discharge for cause includes, but is not limited to, dishonesty, attendance problems, deliberate misconduct or failure to act, destruction of property, violation of Ecolab rules or policies (including Code of Conduct), commission of unlawful acts against or reflecting on Ecolab and similar acts or occurrences (including violations of customer-required policies and/or rules).
Discharge for Cause. If the Participant, prior to the Final Exercise Date, is discharged by the Company for “cause” (as defined below), the right to exercise this option shall terminate immediately upon the effective date of such discharge. “Cause” shall include acts or omissions that the Company determines in writing, after affording the Participant an opportunity to be heard, are (i) criminal, dishonest or fraudulent or constitute misconduct that reflect negatively on the reputation of the Company (including any parent, subsidiary, affiliate or division of the Company); (ii) acts or omissions that could expose the Company or any parent, subsidiary, affiliate or division of the Company to claims of illegal harassment or discrimination in employment;(iii) material breaches of this Agreement; or (iv) continued and repeated failure to perform substantially the duties of his/her employment. The Participant shall be considered to have been discharged for “cause” if the Company determines, within 30 days after the Participant’s resignation, that discharge for cause was warranted.
Discharge For Cause: “Discharge For Cause” shall mean termination of employment for any one or more of the following: (i) willful misfeasance or nonfeasance by Employee with respect to Employee’s assigned duties, which includes not following the reasonable written direction of the Board of Directors or any committee thereof or the Company’s Chief Executive Officer (other than by reason of Permanent Disability), or repeated intentional refusal by Employee to perform Employee’s assigned duties (other than by reason of Permanent Disability) which in each case continues uncured for thirty (30) days following receipt of written notice from the Board of Directors or the Compensation Committee thereof; (ii) such Employee personally engaging in illegal conduct or any act of moral turpitude (other than minor traffic violations) which reasonably could be expected to harm the Company; (iii) such Employee breaching in any material respect any provision of this Agreement (other than by reason of Permanent Disability) which continues uncured for thirty (30) days following receipt of written notice of such breach from the Board of Directors or the Compensation Committee thereof, except that any breach of Sections 4.7 or 4.9 shall not require either written notice or an opportunity to cure; or (iv) such Employee’s commencement of employment with another company while he is an employee of the Company without the prior consent of the Board of Directors, other than with respect to Permitted Activities.
Discharge for Cause. “Discharge for Cause” or “Discharged for Cause” means the termination of an employee’s employment for reasons of dishonesty, embezzlement, conviction of a crime or a misdemeanor involving moral turpitude, willful misconduct, or personal misconduct which is detrimental to 3M and its business, as determined in the sole discretion of the Compensation and Talent Committee.
“Discharge for Cause” means termination of Executive’s employment by the Company for any one or more of the following: i. Executive's failure to perform Executive's duties consistent with Executive’s position under this Agreement (other than any such failure resulting from incapacity due to physical or mental illness); ii. the Company’s reasonable determination that Executive failed to comply with any valid and legal directive from the Chief Executive Officer or the Board consistent with Executive’s position and duties under this Agreement; iii. Executive's commission of an act constituting dishonesty, embezzlement, misappropriation, or fraud in the course of Executive’s performance of duties and responsibilities under the Agreement; iv. Executive's commission, indictment, plea of no contest, plea of nolo contendere, or imposition of an un-adjudicated probation for any felony or crime involving moral turpitude; v. Executive's breach of a material provision of this Agreement, receiving notice from the Company specifically identifying Employee’s violation, and if curable in the reasonable discretion of the Company, the Executive being given ten (10) days’ notice to cure such breach, and Executive has failed to remedy such breach within the ten (10) day period; vi. Executive’s violation of any Company policies that are written or otherwise communicated to the Executive, receiving notice from the Company specifically identifying Executive’s breach, and if curable in the reasonable discretion of the Company, the Executive being given ten (10) days’ notice to cure such violation, and Executive has failed to remedy such violation within the ten (10) day period; vii. Executive's engagement in conduct that brings or is reasonably likely to bring the Company negative publicity or into public disgrace, embarrassment, or disrepute; viii. Executive’s unlawful use (including being under the influence) or possession of illegal drugs on the Company’s (or any of its Affiliate’s) premises or while performing Employee’s duties and responsibilities under this Agreement; or ix. Executive’s commencement of employment or engagement with another company or enterprise while Executive is an employee of the Company without the prior consent of the Board of Directors. Unless specifically required, notice is not required for Discharge for Cause prior to termination by the Company.
Discharge For Cause. If Executive’s employment is terminated by the Company as a Discharge for Cause, the Company has no further obligation of compensation to the Executive hereunder, except for payment of any base salary compensation, any accrued or vested benefits, and out of pocket expense reimbursement earned (pursuant to Sections 3(a), (b), (c) and (d) respectively) and unpaid through the effective date of termination, which, except as otherwise required by law, shall be a date selected at the discretion of the Company. Executive will no longer be eligible for bonus for period prior to termination.
Discharge Without Cause. If Executive’s employment is terminated by the Company as a Discharge Without Cause, the Company shall continue, subject to Executive’s compliance with the obligations set forth in Sections 4(h) and (i), to pay to Executive an amount equal to Executive’s base salary, as provided in Section 3(a), at the annual rate in effect at the time of termination, for a period equal to twelve (12) months from the date of such termination (“Without Cause Severance Pay”). Without Cause Severance Pay shall also include, in addition to the foregoing, all amounts of base salary compensation, any accrued or vested benefits, and expense reimbursement earned to the effective date of termination but not yet paid by the Company. In addition, if the Executive is terminated in a Discharge Without Cause in the fourth calendar quarter of a year and the Executive and Company achieves the financial objectives on which Executive’s Annual Bonus for such year is based, then Executive shall be eligible to receive a pro-rata share of the Annual Bonus for such (pro-rata based on number of days he is employed by the Company in the year of his termination). Other than the foregoing, Executive shall not be entitled to any compensation hereunder for subsequent periods upon Executive’s termination of employment upon a Discharge Without Cause. Without Cause Severance Pay shall be payable to Executive in accordance with the Company’s general payroll practices as the same may exist from time to time. Without Cause Severance Pay will be paid to Executive in equal installments in accordance with the Company’s regular payroll schedule, commencing on the first normal payroll
Discharge for Cause. The term “for cause” shall mean any of the following that result in an adverse effect on the Bank: (i) the commission of a felony or gross misdemeanor involving fraud or dishonesty; (ii) the willful violation of any banking law, rule, or banking regulation (other than a traffic violation or similar offense); (iii) an intentional failure to perform stated duties; or (iv) a breach of fiduciary duty involving personal profit. If a dispute arises as to discharge “for cause,” such dispute shall be resolved by arbitration as set forth in this Agreement.
Discharge for Cause. If the Optionee, prior to the Expiration Date, is discharged by the Corporation or any subsidiary for “cause” (as defined below), the right to exercise this option shall terminate immediately upon the Optionee being given notice of such cessation of employment whether the actual cessation of employment is immediate or occurs at a later date. “Cause” shall mean willful misconduct in connection with the Optionee’s employment or willful failure to perform his employment responsibilities in the best interests of the Corporation or any subsidiary (including, without limitation, breach by the Optionee of any provision of any employment, nondisclosure, non-competition or other similar agreement between the Optionee and the Corporation or any subsidiary), as determined by the Corporation or any subsidiary, which determination shall be conclusive. The Optionee shall be considered to have been discharged “for cause” if the Corporation or any subsidiary determines, within thirty (30) days after the Optionee’s resignation, that discharge for cause was warranted. In the event Optionee’s employment relationship with the Corporation is suspended pending investigation of whether such relationship shall be terminated for “cause”, all Optionee’s rights under this option, including the right to exercise this option, shall be suspended during the investigation period.
Discharge for Cause. In accordance with the procedures hereinafter set forth, the CEO may discharge the Executive from his employment hereunder for Cause. Except to the extent otherwise provided in Section 9, this Agreement shall terminate immediately as of the Date of Termination in the event the Executive is discharged for Cause. Any discharge of the Executive for Cause shall be communicated by a Notice of Termination to the Executive given in accordance with Section 13 of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (iii) specifies the termination date, which may be as early as the date of the giving of such notice. No purported termination of the Executive’s employment for Cause shall be effective without a Notice of Termination.
“Discharge for Cause “means termination of employment of a Participant due to (a) the conviction, guilty plea or plea of “no contest” by the Participant to any felony or a crime involving moral turpitude or the Participant’s commission of any other act or omission involving dishonesty or fraud; (b) the substantial and repeated failure of the Participant to perform duties of the office held by the Participant; (c) the Participant’s gross negligence, willful misconduct or breach of fiduciary duty with respect to the Company or any of its Subsidiaries or Affiliates; (d) any breach by Participant of any restrictive covenants to which the Participant is subject; and/or (e) the Participant’s engagement in any conduct which is reasonably expected to be materially detrimental or injurious to the business or reputation of the Company or its Affiliates. Any voluntary termination of employment by a Participant in anticipation of an involuntary termination of the Participant’s employment for Cause shall be deemed to be a termination for Cause. Notwithstanding the foregoing, with respect to any Participant who is a party to an employment agreement or offer letter with the Company or any of its Affiliates or an offer letter with the Company or any of its Affiliates which contains a definition of “cause” or a substantially similar term, “Discharge for Cause” shall mean a termination for “cause” as defined in such an agreement.
Discharge for Cause (Curable). Upon written notice to the Executive, the Company may terminate the Executive’s employment for “Cause”, and with immediate effect, of any of the following events, if Executive has not cured the item that has been identified to be in breech within a thirty (30) day period: (i) the willful and continued failure or refusal of the Executive to satisfactorily perform the duties reasonably required of him as an employee of the Company as assigned by the Board of Directors; (ii) the Executive’s material breach of a written policy of the Company or the rules of any governmental or regulatory body applicable to the Company; or (iii) the Executive’s breach of his obligations under Section 7, 8 or 9 of this Agreement. In the event the Executive is terminated for Cause, the Company shall have no obligation to make payments to the Executive in accordance with the provisions of Sections 3 or 4 above, or, except as otherwise required by law, to provide the benefits described in Section 5 above, for periods after the Executive's employment with the Company is terminated on account of the Executive's discharge for Cause except for the then applicable Base Salary accrued through the date of such termination.
Discharge for Cause. If the Employee, prior to the Expiration Date, ceases his or her employment with the Company because he or she is discharged for Cause, the right to exercise this Option shall terminate immediately upon such termination for Cause.
“Discharge for Cause” shall mean a Participant’s Termination of Employment for cause under his employment agreement with the Company or an Affiliate, as applicable. If there is no employment agreement or if “cause” is not defined therein, then “cause” shall mean the Participant has: (A) materially failed to perform any of his stated duties and not cured such failure (if curable) within 15 days of his receipt of written notice of the failure; (B) engaged in a breach of fiduciary duty; or (C)materially violated the Bentley Code of Conduct, as in effect from time to time.
Discharge for Cause. In the event that the Participant is discharged by the Company for Cause (as defined below), all unvested RSUs and all vested RSUs that have not been delivered in accordance with Section 4 below shall terminate immediately upon the effective date of such discharge. The Participant shall be considered to have been discharged for Cause if the Company determines, within thirty (30) days after the Participant’s resignation, that discharge for Cause was warranted.
Discharge for cause refers to the termination of an employee’s contract due to conduct or performance that falls significantly below the standards set by the employer. This action is typically taken when an employee’s behavior or actions are deemed unacceptable, unethical, or detrimental to the organization.
Employers may invoke discharge for cause due to reasons such as gross misconduct, severe breach of policy, insubordination, theft, fraud, or other serious infractions. This type of termination usually means that the employee is not eligible for certain benefits, such as severance pay or unemployment benefits.
Discharge for cause should be used when an employee’s actions violate the terms of their employment agreement or the organization’s policies to a degree that continuation of employment is untenable. Situations warranting discharge for cause include:
Employers must ensure the reasons for discharge are well-documented and can be substantiated, as wrongful termination claims could arise if the process is not handled correctly.
Writing a discharge for cause notice should be done carefully and should include the following elements:
Clear Statement of Termination: Begin with a clear statement that the employee is being terminated for cause.
Specific Reasons for Termination: Detail the specific behavior or performance issues leading to the termination. Provide dates, incidents, and any previous warnings or disciplinary actions.
Reference to Policies: Cite relevant company policies, employment contracts, or legal requirements that were violated.
Supporting Documentation: Mention any supporting documentation, such as previous disciplinary notices, performance reviews, or incident reports.
Consequence Details: Explain the consequences regarding benefits, last paycheck, return of company property, and any post-employment restrictions like confidentiality agreements.
Sample Notice of Discharge for Cause:
Dear [Employee’s Name],
This letter serves as official notification that your employment with [Company Name] is terminated effective immediately for cause. This action is being taken due to [State specific reasons clearly and concisely, e.g., sustained performance issues or specific misconduct].
As previously discussed in the [counseling session/written warning dated MM/DD/YYYY], your actions have violated company policies, specifically [reference policies or handbook], and have not met the required standards despite ample opportunity for correction.
[Detail any relevant supporting instances, occurrences, or documents].
Due to this termination for cause, you will not be eligible for certain benefits, including [list any applicable details].
Please arrange to return all company property by [return date]. Your final paycheck, including any owed vacation time or compensation, will be processed as per company policy.
Should you have any questions, please contact [HR representative or contact person].
Sincerely,
[Your Name]
[Your Position]
[Company Name]
Discharge for cause clauses are common in several types of employment contracts and agreements, including:
Employment Contracts: These often include terms detailing causes for termination beyond standard misconduct, tailored to the role and responsibilities of the hired position.
Collective Bargaining Agreements: Unionized workplaces include discharge for cause provisions, which cover not only applicable violations but also grievance processes.
Executive Agreements: High-level executives often have specific, negotiated clauses related to termination for cause, sometimes linked to fiduciary responsibilities or corporate governance.
Consultant or Independent Contractor Agreements: These contracts might include terms under which services can be terminated due to specific performance or ethical failures.
Contracts should clearly outline what constitutes “cause” for termination to prevent misunderstandings and ensure enforceability in potential legal disputes.
Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
A Disclaimer of Damages clause limits or eliminates a party's liability for certain types of losses, such as consequential, incidental, or punitive damages, that may arise from a breach of contract or other incidents. This clause is designed to reduce potential financial exposure and can significantly impact the scope of recoverable damages in a legal dispute.
A disclaimer clause is a legal statement included in contracts to limit or waive liability for certain actions or outcomes, protecting the party issuing it from potential claims or losses. It typically clarifies that no guarantees or warranties are made regarding the performance, accuracy, or reliability of the product or service offered.
A disclosure letter is a document provided during a transaction, typically accompanying a sale agreement, where the seller discloses specific information and any exceptions to the warranties stated in the contract. It serves to clarify details and protect the seller against potential future claims by informing the buyer of actual circumstances that might differ from contractual assumptions.
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