Common use of AT THE ELECTION OF THE COMPANY FOR CAUSE Clause in Contracts

AT THE ELECTION OF THE COMPANY FOR CAUSE. The Company may, immediately and unilaterally, terminate the Employee’s employment hereunder “for cause” at any time during the term of this Agreement without any prior written notice to the Employee (except as otherwise specifically identified in clause (v) of this paragraph 4(B) below). Termination of the Employee’s employment by the Company shall constitute a termination “for cause” under this Section 4(B) if such termination is for one or more of the following causes, as found by the Board by a resolution duly adopted by a majority of its members, excluding the Employee: (i) willful misconduct, gross negligence, dishonesty, or breach of fiduciary duty in connection with the performance of his duties under, or a material breach of the terms of this Agreement or the other agreements executed in connection herewith; (ii) the commission by the Employee of an act of fraud, theft or embezzlement, or deliberate disregard of the rules or policies of the Company or the commission by the Employee of any other action with the intent to injure materially the Company; (iii) acts of moral turpitude by the Employee which materially adversely affect the business or reputation of the Company or the Employee’s ability to perform his duties hereunder and represent the Company; (iv) the conviction of or plea of nolo contendere by the Employee to a felony (other than a traffic offense); or (v) a material breach of the obligations of Employee to make payments under Section 2.5 (Distribution Escrow) or Section 12.2 (Indemnification and Payment of Damages by Members) of the Unit Purchase Agreement that are due to the Company, the Buyer, or the 2020 Member or their assignees; provided that the occurrence of such material breach shall constitute cause only if Employee fails to cure such event within 30 days (or such longer period for cure as may be applicable under the Unit Purchase Agreement) after receipt from the Company, the Buyer, or the 2020 Member or their assignees of written notice of such occurrence. In the event of a termination “for cause” pursuant to the provisions of clauses (i) through (v) above, inclusive, the Employee shall be entitled to no severance or other termination benefits except as required by law.

AT THE ELECTION OF THE COMPANY FOR CAUSE. The Company may, immediately and unilaterally, terminate the Employee’s 's employment hereunder “for cause” "Cause" at any time during the term of this Agreement without any prior written notice by giving to the Employee written notice of such termination ten (except as otherwise specifically identified 10) days prior to the effective date of termination. The Company may pay Employee for this ten (10) day period in clause (v) lieu of this paragraph 4(B) below)such notice. Termination of the Employee’s 's employment by the Company shall constitute a termination “for cause” under this Section 4(B) "Cause" if such termination is for one or more of the following causes, as found by the Board by a resolution duly adopted by a majority of its members, excluding the Employee: (i1) willful misconductthe substantial and continuing failure of the Employee to render services to the Company substantially in accordance with his assigned duties or obligations under this Agreement, gross negligencewhich materially and adversely affects or could materially and adversely affect the business, prospects, financial condition, operations, property or affairs of the Company, which is not cured by the Employee to the satisfaction of the Company within thirty (30) days notice to the Employee by the Company of the failure; (2) dishonesty, deliberate disregard of the rules or breach policies of fiduciary duty in connection with the performance of his duties underCompany, or a material breach of the terms of this Agreement or Agreement, which is not cured by the other agreements executed in connection herewithEmployee to the satisfaction of the Company within thirty (30) days notice to the Employee by the Company; (ii3) the commission by the Employee of an act of fraud, theft embezzlement or embezzlement, or deliberate disregard breach of the rules or policies of the Company or the commission by the Employee of any other action with the intent to injure materially the Companyfiduciary duty; (iii4) acts of moral turpitude by the Employee which materially adversely affect the business or reputation of the Company or the Employee’s 's ability to perform his duties hereunder and represent the Company; (iv5) the conviction of or plea of nolo contendere by the Employee to of a felony (other than a traffic offense)felony; or (v6) a material breach the commission of an act which constitutes unfair competition with the Company or which induces any customer of the obligations of Employee Company to make payments under Section 2.5 (Distribution Escrow) or Section 12.2 (Indemnification and Payment of Damages by Members) of the Unit Purchase Agreement that are due to breach a contract with the Company, the Buyer, or the 2020 Member or their assignees; provided that the occurrence of such material breach shall constitute cause only if Employee fails to cure such event within 30 days (or such longer period for cure as may be applicable under the Unit Purchase Agreement) after receipt from the Company, the Buyer, or the 2020 Member or their assignees of written notice of such occurrence. In the event of a termination “for cause” pursuant to the provisions of clauses (i) through (v) above, inclusive, the Employee shall be entitled to no severance or other termination benefits except as required by law.

AT THE ELECTION OF THE COMPANY FOR CAUSE. The Company may, immediately and unilaterally, terminate the Employee’s employment hereunder under this Agreement for “for causeCause” at any time during the term of this Agreement without any prior written notice to the Employee (except as otherwise specifically identified in clause (v) of this paragraph 4(B) below)Employee. Termination of the Employee’s employment by the Company shall constitute a termination “for cause” Cause under this Section 4(B6(C) if such termination is for one or more of the following causes, as found by the Board by a resolution duly adopted by a majority of its members, excluding the Employee: (i) willful misconductthe failure or refusal of the Employee to render services to the Company in accordance with his obligations under this Agreement, a determination by the Company that the Employee has inadequately performed the duties of his employment, or the Employee’s refusal to follow the lawful instructions of the Board (other than any such failure resulting from a Disability); (ii) disloyalty, gross negligence, dishonesty, dishonesty or breach of fiduciary duty in connection with the performance of his duties under, or a material breach of the terms of this Agreement or the other agreements executed in connection herewithduty; (iiiii) the commission by the Employee of an act of fraud, theft or embezzlement, misappropriation of any money or other assets or property (whether tangible or intangible), deliberate disregard of the rules or policies of the Company Company, or the commission by the Employee of any other action with the intent to injure materially the Company; (iii) acts of moral turpitude by the Employee which materially adversely affect the business or reputation of the Company or the Employee’s ability to perform his duties hereunder and represent injures the Company; (iv) the conviction of or plea of nolo contendere sustained and continuous conduct by the Employee to which adversely affects the reputation of the Employer; (v) the Employee’s being charged with a felony or crime of moral turpitude; (other than vi) the commission of an act which constitutes unfair competition with the Company or which induces any customer of the Company to breach a traffic offense)contract with the Company; or (vvii) a material the Employee’s breach of this Agreement, the obligations of Nondisclosure Agreement or any other agreement executed by the Employee to make payments under Section 2.5 (Distribution Escrow) or Section 12.2 (Indemnification and Payment of Damages by Members) in connection with his employment and/or the Employee’s violation of the Unit Purchase Agreement that are due to the Company, the Buyer, ’s Ethics or the 2020 Member or their assignees; provided that the occurrence of such material breach shall constitute cause only if Employee fails to cure such event within 30 days (or such longer period for cure as may be applicable under the Unit Purchase Agreement) after receipt from the Company, the Buyer, or the 2020 Member or their assignees of written notice of such occurrenceXxxxxxx Xxxxxxx Policies. In the event of a termination “for cause” Cause pursuant to the provisions of clauses (i) through (vvii) above, inclusive, the Employee shall be entitled to no payments, salary continuation, severance or other benefits, except for: (i) Base Salary to the extent accrued but unpaid through the termination benefits except as required by lawdate; (ii) payment for accrued but unused vacation time up to the termination date; and (iii) statutory benefit continuation rights in accordance with COBRA (or a state law equivalent), provided Employee makes the appropriate voluntary contribution payments and subject to applicable law and the requirements of the Company’s health insurance plans then in effect.

AT THE ELECTION OF THE COMPANY FOR CAUSE. The Company may, immediately and unilaterally, terminate the Employee’s employment hereunder under this Agreement for “for causeCause” at any time during the term of this Agreement without any prior written notice to the Employee (except as otherwise specifically identified in clause (v) of this paragraph 4(B) below)Employee. Termination of the Employee’s employment by the Company shall constitute a termination “for cause” Cause under this Section 4(B4(C) if such termination is for one or more of the following causes, as found by the Board by a resolution duly adopted by a majority of its members, excluding the Employee: (i) willful misconductthe failure or refusal of the Employee to render services to the Company in accordance with her obligations under this Agreement or a determination by the Company that the Employee has inadequately performed the duties of his employment; (ii) disloyalty, gross negligence, dishonesty, or breach of fiduciary duty in connection with the performance of his duties under, or a material breach of the terms of this Agreement or the other agreements executed in connection herewith; (iiiii) the commission by the Employee of an act of fraud, theft or embezzlement, embezzlement or deliberate disregard of the rules or policies of the Company or the commission by the Employee of any other action with the intent to injure materially the Company; (iii) acts of moral turpitude by the Employee which materially adversely affect the business or reputation of the Company or the Employee’s ability to perform his duties hereunder and represent injures the Company; (iv) acts which, in the conviction judgment of the Board of Directors, would tend to generate adverse publicity toward the Company; (v) the conviction, or plea of nolo contendere contendere, by the Employee to of a felony (other than a traffic offense)felony; or (vvi) a material breach the commission of an act which constitutes unfair competition with the Company or which induces any customer of the obligations of Employee Company to make payments under Section 2.5 (Distribution Escrow) or Section 12.2 (Indemnification and Payment of Damages by Members) of the Unit Purchase Agreement that are due to breach a contract with the Company, the Buyer, or the 2020 Member or their assignees; provided that the occurrence of such material breach shall constitute cause only if Employee fails to cure such event within 30 days (or such longer period for cure as may be applicable under the Unit Purchase Agreement) after receipt from the Company, the Buyer, or the 2020 Member or their assignees of written notice of such occurrence. In the event of a termination “for cause” Cause pursuant to the provisions of clauses (i) through (vvi) above, inclusive, the Employee shall be entitled to no payments, severance or other benefits, except for Base Salary earned but unpaid up through the Employee’s termination benefits except as required by lawdate.

AT THE ELECTION OF THE COMPANY FOR CAUSE. The Company may, immediately and unilaterally, terminate the Employee’s Executive's employment hereunder “"for cause” " at any time during the term of this Agreement without any prior upon written notice to the Employee (except as otherwise specifically identified in clause (v) Executive, but only after a determination to so terminate the Executive has been made by a decision approved by all members of this paragraph 4(B) below)the Board of Directors of the Company at a meeting duly noticed and held with an opportunity for the Executive to be heard. Termination of the Employee’s Executive's employment by the Company shall constitute a termination “"for cause” " under this Section 4(B4(A) if such termination is for one or more of the following causes, as found by the Board by a resolution duly adopted by a majority of its members, excluding the Employee: : (i) willful misconduct, gross negligence, dishonesty, or breach of fiduciary duty in connection with intentional misconduct causing material damage to the performance of his duties under, or a material breach of the terms of this Agreement or the other agreements executed in connection herewith; Company; (ii) the commission by the Employee of an any act of fraud, theft misappropriation, misfeasance, malfeasance or embezzlementknowing breach of fiduciary duty; (iii) conviction of a felony, or, repeated habitual drunkenness or deliberate disregard of drug addiction; (iv) continue gross negligence in the rules conduct or policies management of the Company or not remedied within 30 days after receipt of written notice from the commission Company; (v) willful refusal to perform the duties reasonably assigned to the Employee by the Employee Board of Directors; (vi) willful and material breach by the Executive of Sections 6, 7 or 8 of this Agreement, or (vii) breach by the Executive of any other action with the intent to injure materially the Company; (iii) acts material provision of moral turpitude by the Employee which materially adversely affect the business or reputation of the Company or the Employee’s ability to perform his duties hereunder and represent the Company; (iv) the conviction of or plea of nolo contendere by the Employee to a felony (other than a traffic offense); or (v) a this Agreement in any material breach of the obligations of Employee to make payments under Section 2.5 (Distribution Escrow) or Section 12.2 (Indemnification and Payment of Damages by Members) of the Unit Purchase Agreement that are due to the Company, the Buyer, or the 2020 Member or their assignees; provided that the occurrence of such material breach shall constitute cause only if Employee fails to cure such event respect not remedied within 30 days (or such longer period for cure as may be applicable under the Unit Purchase Agreement) after receipt of written notice from the Company. Any notice given by the Company pursuant to this Section shall describe the activities which, in the BuyerCompany's opinion, or constitute cause and such state that the 2020 Member or their assignees of written notice of Company believes that such occurrenceactivities constitute cause under this Agreement. In the event of a termination “"for cause” ' pursuant to the provisions of clauses causes (i) through (vvii) above, inclusive, the Employee Executive shall be entitled to no severance payment or other benefits, and shall have no further rights under this Agreement. Notwithstanding the foregoing, the Executive shall retain any stock options granted to the Executive prior to the date of such termination benefits except as required by lawpursuant to Section 2(C) hereof.

AT THE ELECTION OF THE COMPANY FOR CAUSE. The Company may, immediately and unilaterally, terminate the EmployeeExecutive’s employment hereunder “for cause” at any time during the term of this Agreement without any prior written notice to the Employee (except as otherwise specifically identified in clause (v) of this paragraph 4(B) below)Executive. Termination of the EmployeeExecutive’s employment by the Board of Directors of the Company shall constitute a termination “for cause” under this Section 4(B7(D) if such termination is for one or more of the following causes, as found by the Board by a resolution duly adopted by a majority of its members, excluding the Employee: (i) willful misconductthe failure or refusal of the Executive to render services to the Company in accordance with his obligations under this Agreement or a determination by the Board of the Directors of the Company that the Executive has inadequately performed the duties of his employment; (ii) disloyalty, gross negligence, dishonesty, or breach of fiduciary duty in connection with the performance of his duties under, or a material breach of the terms of this Agreement or the other agreements executed in connection herewith; (iiiii) the commission by the Employee Executive of an act of fraud, theft or embezzlementtheft, misappropriation, embezzlement or deliberate disregard of the rules or policies of the Company or the rules of the Securities and Exchange Commission or the commission by the Employee Executive of any other action with the intent to injure materially which injures the Company; (iiiiv) acts of moral turpitude by the Employee Executive which materially adversely affect the business or reputation of the Company or the EmployeeExecutive’s ability to perform his or her duties hereunder and represent the Company; (ivv) the conviction of or plea of nolo contendere commission by the Employee to of a felony (or other than a traffic offense)crime involving moral turpitude, or pleading nolo contendere to, or being convicted of, any crime or other violation of law; or (vvi) a material the breach of any agreement or obligations under any agreement entered into between the obligations of Employee to make payments under Section 2.5 (Distribution Escrow) or Section 12.2 (Indemnification Executive and Payment of Damages by Members) of the Unit Purchase Agreement that are due to the Company, the Buyer, or the 2020 Member or their assignees; provided that the occurrence of such material breach shall constitute cause only if Employee fails to cure such event within 30 days (or such longer period for cure as may be applicable under the Unit Purchase Agreement) after receipt from the Company, the Buyer, or the 2020 Member or their assignees of written notice of such occurrence. In the event of a termination “for cause” pursuant to the provisions of clauses (i) through (vvi) above, inclusive, the Employee Executive shall be entitled to no severance or other termination benefits except as required by lawbenefits.

AT THE ELECTION OF THE COMPANY FOR CAUSE. The Company may, immediately and unilaterally, terminate the Employee’s employment hereunder under this Agreement for “for causeCause” at any time during the term of this Agreement without any prior written notice to the Employee (except as otherwise specifically identified in clause (v) of this paragraph 4(B) below)Employee. Termination of the Employee’s employment by the Company shall constitute a termination “for cause” Cause under this Section 4(B5(C) if such termination is for one or more of the following causes, as found by the Board by a resolution duly adopted by a majority of its members, excluding the Employee: (i) willful misconductthe failure or refusal of the Employee to render services to the Company in accordance with his obligations under this Agreement, a determination by the Company that the Employee has inadequately performed the duties of his employment, or the Employee’s refusal to follow the lawful instructions of the Board (other than any such failure resulting from a Disability); (ii) disloyalty, gross negligence, dishonesty, dishonesty or breach of fiduciary duty in connection with the performance of his duties under, or a material breach of the terms of this Agreement or the other agreements executed in connection herewithduty; (iiiii) the commission by the Employee of an act of fraud, theft or embezzlement, misappropriation of any money or other assets or property (whether tangible or intangible), deliberate disregard of the rules or policies of the Company Company, or the commission by the Employee of any other action with the intent to injure materially the Company; (iii) acts of moral turpitude by the Employee which materially adversely affect the business or reputation of the Company or the Employee’s ability to perform his duties hereunder and represent injures the Company; (iv) the conviction of or plea of nolo contendere sustained and continuous conduct by the Employee to which adversely affects the reputation of the Employer; (v) the Employee’s being charged with a felony or crime of moral turpitude; (other than vi) the commission of an act which constitutes unfair competition with the Company or which induces any customer of the Company to breach a traffic offense)contract with the Company; or (vvii) a material the Employee’s breach of this Agreement, the obligations of Nondisclosure Agreement or any other agreement executed by the Employee to make payments under Section 2.5 (Distribution Escrow) or Section 12.2 (Indemnification and Payment of Damages by Members) in connection with his employment and/or the Employee’s violation of the Unit Purchase Agreement that are due to the Company, the Buyer, ’s Ethics or the 2020 Member or their assignees; provided that the occurrence of such material breach shall constitute cause only if Employee fails to cure such event within 30 days (or such longer period for cure as may be applicable under the Unit Purchase Agreement) after receipt from the Company, the Buyer, or the 2020 Member or their assignees of written notice of such occurrenceIxxxxxx Xxxxxxx Policies. In the event of a termination “for cause” Cause pursuant to the provisions of clauses (i) through (vvii) above, inclusive, the Employee shall be entitled to no payments, salary continuation, severance or other benefits, except for: (i) Base Salary to the extent accrued but unpaid through the termination benefits except as required by lawdate; (ii) payment for accrued but unused vacation time up to the termination date; and (iii) statutory benefit continuation rights in accordance with COBRA (or a state law equivalent), provided Employee makes the appropriate voluntary contribution payments and subject to applicable law and the requirements of the Company’s health insurance plans then in effect.

AT THE ELECTION OF THE COMPANY FOR CAUSE. The Company may, immediately and unilaterally, terminate the Employee’s Executive's employment hereunder “"for cause” " at any time during the term of this Agreement without any prior upon written notice to the Employee (except as otherwise specifically identified in clause (v) Executive, but only after a determination to so terminate the Executive has been made by a decision approved by all members of this paragraph 4(B) below)the Board of Directors of the Company and the Parent Company other than the Executive and Xxxxx X. Xxxx, Xx. at a meeting duly noticed and held with an opportunity for the Executive to be heard. Termination of the Employee’s Executive's employment by the Company shall constitute a termination “"for cause” " under this Section 4(B4(A) if such termination is for one or more of the following causes, as found by the Board by a resolution duly adopted by a majority of its members, excluding the Employee: (i) willful misconduct, gross negligence, dishonesty, or breach of fiduciary duty in connection with intentional misconduct causing material damage to the performance of his duties under, or a material breach of the terms of this Agreement or the other agreements executed in connection herewith; Company; (ii) the commission by the Employee of an any act of fraud, theft misappropriation, misfeasance, malfeasance or embezzlementknowing breach of fiduciary duty; (iii) conviction of a felony, or deliberate disregard of repeated habitual drunkenness or drug addiction; (iv) continued gross negligence in the rules conduct or policies management of the Company or not remedied within 30 days after receipt of written notice from the commission Company; (v) willful refusal to perform the duties reasonably assigned to the Employee by the Employee Board of Directors; (vi) willful and material breach by the Executive of Sections 6, 7 or 8 of this Agreement, or (vii) breach by the Executive of any other action with the intent to injure materially the Company; (iii) acts material provision of moral turpitude by the Employee which materially adversely affect the business or reputation of the Company or the Employee’s ability to perform his duties hereunder and represent the Company; (iv) the conviction of or plea of nolo contendere by the Employee to a felony (other than a traffic offense); or (v) a this Agreement in any material breach of the obligations of Employee to make payments under Section 2.5 (Distribution Escrow) or Section 12.2 (Indemnification and Payment of Damages by Members) of the Unit Purchase Agreement that are due to the Company, the Buyer, or the 2020 Member or their assignees; provided that the occurrence of such material breach shall constitute cause only if Employee fails to cure such event respect not remedied within 30 days (or such longer period for cure as may be applicable under the Unit Purchase Agreement) after receipt of written notice from the Company. Any notice given by the Company pursuant to this Section shall describe the activities which, in the BuyerCompany's opinion, or constitute cause and shall state that the 2020 Member or their assignees of written notice of Company believes that such occurrenceactivities constitute cause under this Agreement. In the event of a termination “"for cause” " pursuant to the provisions of clauses (i) through (vvii) above, inclusive, the Employee Executive shall be entitled to no severance payments or other benefits, and shall have no further rights under this Agreement. Notwithstanding the foregoing, the Executive shall retain any stock options granted to the Executive prior to the date of such termination benefits except as required by lawpursuant to Section 2(C) hereof.