RFMD » Topics » (d) Cause .

These excerpts taken from the RFMD 10-Q filed Feb 5, 2009.

(d)               Cause.

(i)                  If the Executive’s employment with the Company is terminated for Cause, the Company shall have no obligation or liability to the Executive under this Agreement (except as may be otherwise specifically provided herein), and this Agreement shall terminate upon the Executive’s termination of employment for Cause.

(d)               Cause.

(i)                  If the Executive’s employment with the Company is terminated for Cause, the Company shall have no obligation or liability to the Executive under this Agreement (except as may be otherwise specifically provided herein), and this Agreement shall terminate upon the Executive’s termination of employment for Cause.

(d)               Cause.

(i)                  If the Executive’s employment with the Company is terminated for Cause, the Company shall have no obligation or liability to the Executive under this Agreement (except as may be otherwise specifically provided herein), and this Agreement shall terminate upon the Executive’s termination of employment for Cause.

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(ii)                For purposes of this Agreement, “Cause” shall have the meaning given such term in the Employment Agreement, or, in the absence of any such effective Employment Agreement defining termination for “Cause,” the term “Cause” shall mean the occurrence of any one or more of the following:

(A)              The willful and continued failure of the Executive to perform his duties with the Company (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness or any such failure after the Executive has received a Notice of Termination without Cause by the Company or has delivered a Notice of Termination for Good Reason to the Company) which has not been corrected within thirty (30) days after a written demand for performance is delivered to the Executive by the Board which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties;

(B)              The Executive’s willfully or recklessly engaging in conduct that damages the business or reputation of the Company or any Affiliate;

(C)              The conviction of the Executive by a court of competent jurisdiction of, or a plea by the Executive of “guilty” or “no contest” to, a felony, or any misdemeanor that involves moral turpitude;

(D)              The Executive’s engaging in any act of fraud, theft, misappropriation, embezzlement or dishonesty to the material detriment of the Company;

(E)               Any diversion by the Executive of a material business opportunity from the Company for his own personal benefit without written consent of the Board that continues for a period of thirty (30) days after written notice from the Company to the Executive;

(F)               Any willful breach by the Executive of a material term of this Agreement (including but not limited to, any covenant contained in Section 9 of this Agreement) that continues for a period of thirty (30) days after written notice from the Company to the Executive;

(G)              The repeated use of alcohol by the Executive in a manner that materially interferes with the performance of his duties or the illegal use by the Executive of a “controlled substance” (as defined in the North Carolina Controlled Substance Act, N.C. Gen. Stat., Chapter 90, Section 86 to 113.8);

(H)              Any willful and material violation of any provision of the Company’s Corporate Governance Guidelines, the Company’s Code of Business Conduct and Ethics and other similar codes, policies and guidelines adopted from time to time by the Board (including, but not limited to, those policies related to equal employment opportunity and harassment); or

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(I)                 The Executive’s willful and material violation of the requirements of the Sarbanes-Oxley Act of 2002 or any other federal or state securities law, rule or regulation, including, without limitation, the Executive’s engagement in any willful conduct that results in the Executive’s obligation to reimburse the Company for the amount of any bonus, incentive-based compensation, equity-based compensation, profits realized from the sale of the Company’s securities or other compensation pursuant to application of the provisions of Section 304 of the Sarbanes-Oxley Act of 2002.

Cause shall be determined solely by the Board in the exercise of good faith and reasonable judgment; provided, however, that the Executive shall retain the right to contest any determination of Cause through appropriate legal means.  For purposes of this provision, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without a reasonable belief that the Executive’s action or omission was in the best interests of the Company.  Cause shall not include the Executive’s Disability.

(e)                Good Reason.  The Executive may terminate his employment for Good Reason at any time after a Change of Control during the Termination Period.  For purposes of this Agreement, “Good Reason” shall have the meaning given such term in the Employment Agreement, or, in the absence of any such effective Employment Agreement defining termination for “Good Reason,” the term “Good Reason” shall mean any of the following: 

(i)                  Any material reduction by the Company without the Executive's written consent in the Executive’s basic duties and responsibilities other than as a result of the appointment by the Board of another individual to serve as President of the Company as permitted under the Employment Agreement, provided the Executive continues to have all powers and authority customarily associated with the position of Chief Executive Officer and the President reports to the Executive as Chief Executive Officer;

(ii)                Any material reduction by the Company of the Executive’s base salary, other than a reduction in accordance with the Executive’s written consent or that is part of a salary reduction plan implemented by the Board and applicable on a proportionate basis to all officers or all employees, as the case may be (and not the Executive singly);

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(iii)               Any failure by the Company to continue the Executive’s ability to participate in (A) the Company’s 2003 Stock Incentive Plan or any other equity-based compensation plans established by the Company for the benefit of key employees, (B) any tax-qualified retirement plans sponsored by the Company for the benefit of its employees and any non-qualified deferred compensation plans or arrangements sponsored by the Company for the benefit of certain key employees, or (C) any welfare benefit plans and arrangements sponsored from time to time by the Company for the benefit of its employees, including, without limitation, any life insurance, accident, disability, medical, vision, prescription drug, vacation, sick leave and dental plans, policies or arrangements which are generally available to the employees of the Company (“Welfare Benefit Plans”) and all other similar plans or arrangements which are from time to time made generally available to officers of the Company and in which the Executive participates, unless there are substituted therefor plans or arrangements providing the Executive with essentially equivalent and no less favorable benefits, or any action or inaction by the Company that would adversely affect the Executive’s participation in or materially reduce the Executive’s benefits under any such plan or successor plan or deprive the Executive of any material fringe benefit enjoyed by the Executive; provided, however, that (X) a reduction in the Executive’s Cash Bonus Plan (“Cash Bonus Plan”) or successor cash incentive compensation plan payments due to the failure to attain certain performance-based objectives, (Y) a reduction in the Executive’s benefits due to the Company’s decision to discontinue the availability of or modify or amend any plan or arrangement for all officers or all employees, as the case may be (and not the Executive singly) or (Z) the substitution for any incentive or bonus plan of an alternate plan or arrangement having a reasonably equivalent opportunity to earn payments comparable to those earned under the current plans, shall not be deemed to constitute “Good Reason” under this Section 3(e)(iii);

(d)               Cause.

(i)                  If the Executive’s employment with the Company is terminated for Cause, the Company shall have no obligation or liability to the Executive under this Agreement (except as may be otherwise specifically provided herein), and this Agreement shall terminate upon the Executive’s termination of employment for Cause.

(d)               Cause.

(i)                  If the Executive’s employment with the Company is terminated for Cause, the Company shall have no obligation or liability to the Executive under this Agreement (except as may be otherwise specifically provided herein), and this Agreement shall terminate upon the Executive’s termination of employment for Cause.

(d)               Cause.

(i)                  If the Executive’s employment with the Company is terminated for Cause, the Company shall have no obligation or liability to the Executive under this Agreement (except as may be otherwise specifically provided herein), and this Agreement shall terminate upon the Executive’s termination of employment for Cause.

(d)               Cause.

(i)                  If the Executive’s employment with the Company is terminated for Cause, the Company shall have no obligation or liability to the Executive under this Agreement (except as may be otherwise specifically provided herein), and this Agreement shall terminate upon the Executive’s termination of employment for Cause.

(d)               Cause.

(i)                  If the Executive’s employment with the Company is terminated for Cause, the Company shall have no obligation or liability to the Executive under this Agreement (except as may be otherwise specifically provided herein), and this Agreement shall terminate upon the Executive’s termination of employment for Cause.

EXCERPTS ON THIS PAGE:

10-Q (8 sections)
Feb 5, 2009

"(d) Cause ." elsewhere:

AXT (AXTI)
SUNEDISON, INC. (WFR)
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