By the Companies For Cause. The Companies, or either of them, may terminate the Executive’s employment for Cause upon notice to the Executive setting forth in reasonable detail the nature of the Cause. For purposes of this Agreement, “Cause” shall mean the occurrence of any of the following, as determined by the Board in its reasonable judgment: (i) the Executive’s material failure to perform (other than by reason of disability), or substantial negligence in the performance of, the Executive’s duties and responsibilities to the Company, Parent or any of their Affiliates, which material failure or substantial negligence, if curable, is not cured by the Executive within twenty (20) days after the Board’s notice to the Executive of such breach; (ii) the Executive’s material breach of this Agreement or any other agreement between the Executive and the Company, Parent or any of their Affiliates, which material breach, if curable, is not cured by the Executive within twenty (20) days after the Board’s notice to the Executive of such breach; (iii) the Executive’s commission of, or plea of nolo contendere to, a felony or other crime involving moral turpitude; or (iv) the Executive’s fraud, theft, embezzlement or material dishonesty, in each case with respect to the Company, Parent or any of their Affiliates; provided, however, that the Board will not be required to provide more than one notice and opportunity to cure under subsection (i) or (ii) with respect to any repeated or substantially similar events or circumstances.
By the Companies For Cause. This Agreement may be terminated by either of the Companies by written notice to the Employee ("Notice of Termination") upon the occurrence of any of the following events (each of which shall constitute "Cause" for termination): (i) the commission by the Employee of any act of gross negligence, fraud or dishonesty causing harm to either of the Companies; (ii) the conviction of the Employee of a felony; (iii) intentional obtainment by the Employee of personal gain, profit or enrichment at the expense of either of the Companies or from any transaction in which the Employee has an interest which is adverse to the interest of either of the Companies, unless the Employee shall have obtained the prior written consent of the board of directors of the Company as to which his interest is adverse; (iv) acts by the Employee in a manner which is materially detrimental or damaging to either of the Companies' reputation, business operations or relations with its employees, suppliers or customers; or (v) any material breach by the Employee of this Agreement, including, without limitation, a breach of Section 1 or 8 hereof or the Confidentiality Agreements (as defined herein), which breach, if able to be corrected, remains uncorrected for a period of thirty (30) days after receipt by the Employee of written notice from the Companies setting forth the breach. In the event the employment by the Companies of the Employee is terminated pursuant to this Section 5(c), the Employee shall be entitled to the Base Salary and benefits to be paid or provided to the Employee under this Agreement through the Date of Termination and the Options, whether or not then exercisable, may not be exercised at any time on or after the Date of Termination.
By the Companies For Cause. Either of the Companies may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following events or conditions shall constitute “Cause” for termination: (i) the Executive’s breach or violation of a material term of this Agreement or other agreement to which the Executive and the Companies are parties (including the Disclosure and Invention Agreement), which the Executive failed to cure within thirty (30) days after receiving written notice detailing the allegations from either Board; (ii) the Executive’s material failure or refusal to perform her job duties or responsibilities, which the Executive failed to cure within thirty (30) days after receiving written notice from either Board; (iii) the Executive’s gross negligence, willful misconduct, willful breach of fiduciary duty, dishonesty, fraud, embezzlement or theft, which the Companies, in their sole discretion, consider materially damaging to, or which materially discredits, the Companies; and (iv) the Executive’s conviction, commission, or plea of nolo contendere to any felony or other crime involving dishonesty or moral turpitude. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Companies shall have no further obligation or liability to the Executive hereunder, other than for Base Salary and Equity Awards earned but unpaid through the date of termination.
By the Companies For Cause. Either of the Companies may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following events or conditions shall constitute “Cause” for termination: (i) the Executive’s willful failure to perform (other than by reason of disability), or gross negligence in the performance of her duties hereunder, and the Executive does not cure such failure or negligence within the 30-day period immediately following her receipt of such written allegations from either Board, (ii) the commission of fraud, embezzlement or theft by the Executive with respect to either of the Companies, or (iii) the conviction of the Executive of, or plea by the Executive of nolo contendere to, any felony or other crime involving dishonesty or moral turpitude. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Companies shall have no further obligation or liability to the Executive hereunder, other than for Base Salary and Stock Awards earned but unpaid through the date of termination.
