By Executive for Cause. Executive may resign from his employment with Company for "cause." For purposes of this Section 5.2, "cause" shall mean (i) the removal of Executive as General Counsel (ii) any material diminution or modification of Executive's normal duties, responsibilities and authority under this Agreement, (iii) any change in Executive's direct reporting relationship to the Chairman of the Board (iv) any material breach of this agreement by Company, (v) the dissolution, or bankruptcy of the company, (vi) any person, entity or group of affiliated persons and entities having more than 50% of the outstanding voting securities of the Company which sells, transfers, disposes or otherwise relinquishes their interest in the Company, If Executive wishes to resign after a change of control he must exercise such right within 10 days after written notification of such change of control. If Executive resigns for "cause" under this Section 5.2, Executive shall receive all salary, benefits, health and dental insurance, bonuses, and stock options for a period of 12 months, but will not accrue additional Paid Time Off, vacation or other sick pay benefits, if Executive signs the Severance Agreement attached as exhibit A, within sixty (60) days of his separation date.
By Executive for Cause. This contract may be voided for cause by Executive. For purposes of this Section, “Cause” is hereby defined as: failure of Company to pay Executive his salary and other benefits when due; Bankruptcy or placement of Company in receivership; failure of the Company to implement the business plan approved by its Board of Directors for a period of 24 months.
By Executive for Cause. This Agreement may be terminated at the election of the Executive for “Cause” immediately upon written notice by the Executive to the Corporation. In the event Executive chooses to terminate this Agreement pursuant to this Section 4(c), the Corporation shall provide Executive with a severance benefit in an amount equal to Executive’s then current annual Base Salary to be paid in substantially equal installments not less frequently than monthly over a period of 12 months or, if less, the period during which Executive is not in breach of the provisions of Sections 6, 7 or 8. Additionally, all listed benefits in this Agreement, excluding bonuses, will also be provided by the Corporation to Executive for such period. The Corporation shall also pay Executive all compensation accrued to Executive as of the date of termination of employment.
By Executive for Cause. Executive shall have the right to terminate his employment under this agreement on written notice to Company and receive the salary set forth in Section 7.2(c) if Company has: (a) failed to make any payments due to Executive under this Agreement and such failure has not been cured within thirty days after written notice of such failure from Executive to Company, or (b) otherwise materially breached this Agreement and such breach, if capable of cure, has not been cured within thirty days after written notice of such breach from Executive to Company.
By Executive for Cause. (a) Notwithstanding any other provision in the Amended Agreement, Executive may terminate his employment with Company "for cause." For purposes of this Section 5.2, "for cause" shall mean (i) the removal of Executive as Chief Operating Officer of Company; (ii) any material diminution or modification of Executive's normal duties, responsibilities and authority under this Amended Agreement; (iii) any material change in Executive's direct reporting relationship to the CEO, including a change in individual assuming the role of CEO; (iv) any material breach of this Amended Agreement by Company; (v) the dissolution, or bankruptcy of the Company; (vi) any person, entity or group of affiliated persons and entities having more than 50% of the outstanding voting securities of the Company which sells, transfers, disposes or otherwise relinquishes their interest in the Company.
By Executive for Cause. As used herein, "Substantial Breach" shall mean the Company's material breach of this Agreement, including but not limited to, without Executive's consent, the assignment to Executive of positions or duties materially inconsistent with the provisions of this Agreement, a material diminution of Executive's position, authority, responsibilities or benefits to which he is then entitled hereunder, any reduction of the compensation provided for in Section 2.1 and 2.2 hereof, the relocation of corporate headquarters further than a fifty mile radius from the present headquarters, or the Company's common stock no longer being publicly traded under The Nasdaq Stock Market or a national stock exchange. In the event of a Substantial Breach by the Company, Executive may send a written notice to the Company notifying the Company of the breach within one hundred twenty (120) days of such breach. If such breach is not corrected within thirty (30) days after receipt of such notice, then Executive may, in his sole discretion, elect to terminate the Employment Term by giving written notice of such election to the Company, and upon receipt by the Company of such an election, the Employment Term shall terminate. Upon such termination, Executive shall have no further duties hereunder (except as set forth in Section 7 hereof) and the obligations, duties and liabilities of the Company to Executive shall solely be as set forth in section 5.6.3 hereof.
By Executive for Cause. (a) Notwithstanding any other provision in the Employment Agreement, Executive may terminate his employment with the Company “for cause” upon sixty (60) days’ prior written notice to the Company. For purposes of this Section 6.2 and Section 6.5(a), the term “for cause” shall mean (i) the removal of Executive as Chief Financial Officer and Executive Vice President of Finance of the Company before the end of his employment period, except by the Company “for cause” pursuant to Section 6.1; (ii) any material diminution or modification of Executive’s normal Duties, responsibilities and authority under this Employment Agreement before the end of his employment period; (iii) any material change in Executive’s direct reporting relationship to the CEO, including a change in the individual assuming the role of CEO; (iv) Company’s material breach of its obligations under this Employment Agreement; (v) the dissolution or bankruptcy of the Company; (vi) a Permanent Relocation, provided that in the event of a Permanent Relocation Executive provides timely written notice to the Company that he is exercising his termination right upon a Permanent Relocation as required under Section 4.2; or (vii) Executive is requested or instructed by the Board, any director, the Chief Executive Officer or any controlling shareholder of the Company to commit any act which would constitute a violation of law, regulation or accounting principle with respect to the Company or its financial statements.
(b) If Executive terminates his employment “for cause” under this Section 6.2, the Company shall pay and provide to Executive certain compensation and benefits following such termination, pursuant to terms of the Severance Agreement with Mutual Releases attached hereto as Exhibit A (the “Severance Agreement”), and subject to Executive’s execution of the Severance Agreement. Such compensation and benefits shall include continuing wages, less required withholdings, for a period of thirty-six (36) months following Executive’s delivery of a termination notice under Section 6.2(a) based on Executive’s salary level as of the date of such notice, with such period decreasing by one month for each month of service following the Effective Date but no less than twenty-four (24) months (e.g., 30 months of severance if a termination notice is delivered during the sixth month following the Effective Date, and 24 months of severance if a termination notice is delivered anytime after the one-year anniversary ...
By Executive for Cause. Upon the occurrence of any of the following events, this Agreement may be terminated by the Executive for Cause by written notice to Employer:
(i) if Employer makes a general assignment for the benefit of creditors, files a voluntary bankruptcy petition, files a petition or answer seeking a reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any law, or there shall have been filed any petition or application for the involuntary bankruptcy of Employer, or other similar proceeding, in which an order for relief is entered or which remains undismissed for a period of thirty days or more, or Employer seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of Employer or any material part of its assets; or
(ii) the sale by Employer of substantially all of its assets; or
(iii) a decision by Employer to terminate its business and liquidate its assets; or
(iv) a material detrimental change in Executive's duties, benefits or title without the consent of Executive, a failure of Executive and the Company to agree on Executive's annual base salary or Bonus Plan for any year after the year ending October 26, 2006, or a failure by the Company to offer Executive Incentive Compensation; or
(v) a Change in Control of the Company. A "Change in Control" shall be deemed to have occurred if:
(A) Any "person" (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than a trustee or other fiduciary holding securities of the Company under an employee benefit plan of the Company, becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of (1) the outstanding shares of common stock of the Company or (2) the combined voting power of the Company's then outstanding securities entitled to vote generally in the election of directors; or
(B) the Company (1) is party to a merger, consolidation or exchange of securities which results in the holders of voting securities of the Company outstanding immediately prior thereto failing to continue to hold at least 50% of the combined voting power of the voting securities of the Company, the surviving entity or a parent of the surviving entity, outstanding immediately after such merger, consolidation or exchange; or (2) the individuals constituting the Company's Board of Direct...
By Executive for Cause. Executive may resign from his employment with Company and terminate this Agreement for "cause." For purposes of this Section 5.2, "cause" shall mean (i) the removal of Executive as Chief Accounting Officer (ii) any material diminution or modification of Executive's normal duties, responsibilities and authority under this Agreement, (iii) any change in Executive's direct reporting relationship to the Company's Chief Financial Officer, (iv) any material breach of this Agreement by Company, (v) the dissolution or bankruptcy of the Company, or (vi) a "change of control," which shall mean any person, entity, or group of affiliated persons and entities individually or collectively owning more than fifty percent (50%) of the outstanding voting securities of the Company selling, transferring, disposing, or otherwise relinquishing their interest in the Company. If Executive wishes to resign and terminate this Agreement for "cause" as a result of any of the above changes, he must exercise such right within ten (10) calendar days of his receipt of written notification of such change. If Executive resigns and terminates this Agreement for "cause" under this Section 5.2, Executive shall receive all salary, benefits, health and dental insurance, bonuses, and stock options for a period of twelve (12) months from the effective date of termination, but will not accrue additional Paid Time Off, vacation or other sick pay benefits, if Executive signs the Severance Agreement attached to this Agreement as EXHIBIT A within thirty (30) days of the effective date of termination.
By Executive for Cause. Executive may resign from his employment with Company for "cause." For purposes of this Section 5.2, "cause" shall mean (i) the removal of Executive as Vice President, Finance and Chief Accounting Officer, (ii) any material diminution or modification of Executive's normal duties, responsibilities and authority under this Agreement, (iii) any change in Executive's direct reporting relationship to the Company Chief Financial Officer, or Executive's successor supervisor, once he becomes the Chief Financial Officer, (iv) any material breach of this agreement by Company, (v) the dissolution, or bankruptcy of the company, (vi) any person, entity or group of affiliated persons and entities having more than 50% of the outstanding voting securities of the Company which sells, transfers, disposes or otherwise relinquishes their interest in the Company, If Executive wishes to resign after a change of control he must exercise such right within 10 days after written notification of such change of control. If Executive resigns for "cause" under this Section 5.2, Executive shall receive all salary, benefits, health and dental insurance, bonuses, and stock options for a period of 12 months, but will not accrue additional Paid Time Off, vacation or other sick pay benefits, if Executive signs the Severance Agreement attached as exhibit A, within thirty (30) days of his separation date.
