Bases for Termination. Executive’s employment under this Agreement and the Term shall be terminated immediately on the death of Executive and may be terminated by the Board:
(a) at any time after the Permanent Disability of Executive
(b) at any time without Cause prior to a Change of Control;
(c) at any time without Cause upon a Change of Control; or
(d) at any time for “Cause” (as defined in Section 7.8 hereof);
Bases for Termination. (a) Executive's employment hereunder may be terminated at any time by mutual agreement of the parties.
(b) This Agreement shall automatically terminate on the last day of the month in which Executive dies or becomes permanently incapacitated. "Permanent incapacity" as used herein shall mean mental or physical incapacity, or both, reasonably determined by the Company's Board of Directors based upon a certification of such incapacity by, in the discretion of the Company's Board of Directors, either Executive's regularly attending physician or a duly licensed physician selected by the Company's Board of Directors, rendering Executive unable to perform substantially all of his duties hereunder and which appears reasonably certain to continue for at least six consecutive months without substantial improvement. Executive shall be deemed to have "become permanently incapacitated" on the date the Company's Board of Directors has determined that Executive is permanently incapacitated and so notifies Executive.
Bases for Termination. (1) Executive's employment may be terminated by the Company "with cause," effective upon delivery of 5 business days of written notice to Executive if any of the following shall occur:
(a) any action by Executive which would constitute a willful breach of duty or habitual neglect of duty; (b) any material breach of Executive's obligations as described herein; or (c) any material acts or events which inhibit Executive from fully performing his or her responsibilities to the Company in good faith, such as (i) a felony criminal conviction; (ii) any other criminal conviction involving Executive's lack of honesty or moral turpitude; (iii) drug or alcohol abuse; or (iv) acts of dishonesty, gross carelessness or gross misconduct.
(2) This Agreement shall automatically terminate on the last day of the month in which Executive dies or becomes permanently incapacitated. "Permanent incapacity" as used herein shall mean mental or physical incapacity, or both, reasonably determined by the Company's Board of Directors based upon a certification of such incapacity by, in the discretion of the Company's Board of Directors, either Executive's regularly attending physician or a duly licensed physician selected by the Company's Board of Directors, rendering Executive unable to perform substantially all of his or her duties hereunder and which appears reasonably certain to continue for at least six consecutive months without substantial improvement. Executive shall be deemed to have "become permanently incapacitated" on the date the Company's Board of Directors has determined that Executive is permanently incapacitated and so notifies Executive.
Bases for Termination. (a) Executive's employment hereunder may be terminated at any time by mutual agreement of the parties.
(b) This Agreement shall automatically terminate on the last day of the month in which Executive dies or becomes permanently incapacitated. "Permanent incapacity" as used herein shall mean mental or physical incapacity, or both, reasonably determined by the Company's Board of Directors based upon a certification of such incapacity by, in the discretion of the Company's Board of Directors, either Executive's regularly attending physician or a duly licensed physician selected by the Company's Board of Directors, rendering Executive unable to perform substantially all of his duties hereunder and which appears reasonably certain to continue for at least six consecutive months without substantial improvement. Executive shall be deemed to have "become permanently incapacitated" on the date the Company's Board of Directors has determined that Executive is permanently incapacitated and so notifies Executive. If Executive's employment under this Agreement is terminated pursuant to this Section 6.1(b), the Company shall (i) make a lump sum cash payment to Executive within 10 days after termination is effective of an amount equal to (1) Executive's Base Salary accrued to the date of termination; (2) unreimbursed expenses accrued to the date of termination; and
Bases for Termination. (a) Executive's employment hereunder may be terminated at any time by mutual agreement of the parties.
(b) Executive's employment hereunder shall automatically terminate on the last day of the month in which Executive dies. If Executive becomes permanently disabled and is unable to perform the essential duties defined in Section 4 hereof (the "Duties") with or without accommodation, then Executive's employment hereunder may be terminated. "Permanent disability" as used herein shall mean mental or physical disability or both, evidenced by:
Bases for Termination. (a) Executive’s employment hereunder may be terminated at any time by mutual agreement of the parties.
(b) This Agreement and Executive’s employment with the Company shall automatically terminate on the date on which Executive dies or becomes permanently incapacitated. “Permanent incapacity” as used herein shall mean mental or physical incapacity, or both, reasonably determined by the Company based upon a certification of such incapacity by, in the sole discretion of the Company, either Executive’s regularly attending physician or a duly licensed physician selected by the Company, rendering Executive unable to perform substantially all of his duties hereunder and which appears reasonably certain to continue for at least six consecutive months without substantial improvement. Executive shall be deemed to have “become permanently incapacitated” on the date 30 days after the Company has determined that Executive is permanently incapacitated and so notifies Executive.
Bases for Termination. (1) EMPLOYEE's employment hereunder may be terminated at any time by mutual agreement of the parties.
(2) This Agreement shall automatically terminate on the last day of the month in which EMPLOYEE dies or becomes permanently incapacitated. "Permanent incapacity" as used herein shall mean mental or physical incapacity, or both, reasonably determined by CYGX's Board of Directors based upon a certification of such incapacity by, in the discretion of CYGX's Board of Directors, either EMPLOYEE's regularly attending physician or a duly licensed physician selected by CYGX's Board of Directors, rendering EMPLOYEE unable to perform substantially all of his or her duties hereunder and which appears reasonably certain to continue for at least six consecutive months without substantial improvement. EMPLOYEE shall be deemed to have "become permanently incapacitated" on the date CYGX's Board of Directors has determined that EMPLOYEE is permanently incapacitated and so notifies EMPLOYEE.
Bases for Termination. Notwithstanding any other provision of this Agreement, the employment relationship created under this Agreement between Company and Executive shall terminate immediately upon the occurrence of any one of the following events:
(a) The death of Executive;
(b) Executive shall become Permanently Disabled (as defined in Section 9.4);
(c) Immediately upon delivery to Executive by Company of written notice of termination for Cause (as defined in Section 9.4);
(d) Immediately upon delivery to Executive by Company of written notice of termination without Cause; or
(e) Thirty (30) days after delivery to Company by Executive of written notice of Executive’s voluntary and unilateral termination of this Agreement. Notwithstanding any termination of employment, Executive, in consideration of his employment hereunder to the date of such termination and the payment by Company of the compensation payable hereunder, agrees that Executive’s covenants and obligations set forth in Sections 5 through 10 shall remain in effect and be fully enforceable in accordance with the provisions thereunder.
Bases for Termination. This Agreement and the transactions contemplated hereby may be terminated at any time on or prior to the Closing Date:
(a) by the mutual written consent of the parties hereto;
(b) by Purchaser:
(i) if any representation or warranty of Seller made in this Agreement was untrue in any material respect when made or is untrue in any material respect on the Closing Date;
(ii) if Seller shall have defaulted in any material respect in the performance of any covenant, agreement or obligation under this Agreement, and such default is not cured within ten days after Seller’s receipt of written notice from Purchaser that such default exists or has occurred; or
(iii) if the conditions to Purchaser's obligations to consummate the transaction contemplated hereby are not or cannot be satisfied on or before August 31, 2001 for any reason other than a breach by Purchaser.
(c) by Seller:
(i) if any representation or warranty of Purchaser made in this Agreement was untrue in any material respect when made or is untrue in any material respect on the Closing Date;
(ii) if Purchaser shall have defaulted in any material respect in the performance of any covenant, agreement or obligation under this Agreement, and such default is not cured within ten days after Purchaser’s receipt of written notice from Seller that such default exists or has occurred; or
(iii) if the conditions to Seller's obligations to consummate the transactions contemplated hereby are not or cannot be satisfied on or before August 31, 2001 for any reason other than a breach by Seller.
Bases for Termination. Anything contained herein to the contrary notwithstanding, this Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing Date:
(a) by mutual written consent of Sellers and Buyer;
(b) by Buyer if any of the conditions set forth in Section 8.2 shall have become incapable of fulfillment and shall not have been waived by Buyer;
(c) by either Seller if any of the conditions set forth in Section 8.3 shall have become incapable of fulfillment and shall not have been waived by such Seller;
(d) by either Seller or Buyer if the Closing does not occur on or prior to December 15, 2001 (provided, however, that in the event that all of the conditions set forth in Sections 8.2 and 8.3 have been satisfied or waived except that the applicable waiting period (and any extension thereof) under the HSR Act has not expired or been terminated, then such date shall automatically be extended until June 30, 2002); or
(e) by either Seller if the Merger Agreement is terminated PROVIDED, HOWEVER, that the party seeking termination pursuant to clause (b), (c), or (d) is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
