By the Company for Cause; By the Executive Without Good Reason. If the Company terminates the Executive’s employment during the Employment Period for Cause or if the Executive terminates the Executive’s employment during the Employment Period without Good Reason, the Company shall pay to the Executive within thirty (30) days following the Date of Termination any accrued but unpaid Base Salary through the Date of Termination. All other unpaid amounts, if any, which the Executive has accrued and is entitled to as of the Date of Termination in connection with any fringe benefits or under any bonus or incentive compensation plan or program of the Company pursuant to Section 5 shall be paid in accordance with the terms of such arrangements. The Company shall have no further obligations to the Executive under this Agreement or otherwise (other than pursuant to any employee benefit plan).
By the Company for Cause; By the Executive Without Good Reason. If the Company terminates the Employment Period for Cause or if the Executive voluntarily terminates the Employment Period without Good Reason, the Company shall promptly pay to the Executive after the Date of Termination any accrued but unpaid Base Salary through the Date of Termination and all other unpaid amounts, if any, which the Executive has accrued and is entitled to as of the Date of Termination in connection with any fringe benefits or under any bonus or incentive compensation plan or program of the Company pursuant to Sections 5(b), (c) and (d), and other than pursuant to any employee benefit plan, the Company shall have no further obligations to the Executive under this Agreement.
By the Company for Cause; By the Executive Without Good Reason. (i) The Executive's employment hereunder may be terminated by the Company for Cause (as defined below) at any time or by Executive without Good Reason after 30 days prior written notice (unless the Company waives such notice requirement).
(ii) For purposes of this Agreement, "Cause" shall mean (i) Executive's continued failure substantially to perform Executive's duties hereunder (other than as a result of total or partial incapacity due to physical or mental illness) for a period of 10 days following notice by the Company to the Executive of such failure, (ii) dishonesty in the performance of Executive's duties hereunder, (iii) an act or acts on Executive's part constituting (x) a felony under the laws of the United States or any state thereof or (y) a misdemeanor involving moral turpitude, (iv) Executive's willful malfeasance or willful misconduct in connection with Executive's duties hereunder or any act or omission which is materially injurious to the financial condition or business reputation of the Company or any of its subsidiaries or affiliates or (v) Executive's breach of the provisions of Section 8 of this Agreement.
By the Company for Cause; By the Executive Without Good Reason. If the Executive’s employment shall be terminated (x) by the Company for Cause or (y) by the Executive without Good Reason, which may include a termination of employment resulting from the Executive giving a notice to the Company of his non-renewal in accordance with Section 1 (without in any way limiting the right of the Executive to terminate his employment for Good Reason in accordance with the terms of this Agreement), and, in each of (x) and (y) of this Section 4(d), except as otherwise provided herein, this Agreement shall terminate without further obligations to the Executive other than the obligation to provide the Executive with (i) the Accrued Obligations and (ii) the Other Benefits; provided, however, that if the Executive’s employment shall be terminated by the Company for Cause, the term “Accrued Obligations” shall not be deemed to include the Executive’s unpaid Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs. All payments and benefits enumerated in (i)-(ii) of this sub-section shall be paid at the same time and in the same form described in Section 4(a).
By the Company for Cause; By the Executive Without Good Reason. If the Executive’s employment is terminated during the Contract Period by the Company for Cause or by the Executive without Good Reason, the Company shall pay the Executive any portion of the Annual Base Salary and, to the extent required to be paid under the terms of the Company policy in effect from time to time and applicable law, any accrued vacation pay, in each case, through the Date of Termination, to the extent earned but not paid as of the Date of Termination. In the event of Termination under this Section 7.2, all other benefits, payments or compensation to be provided to the Executive hereunder shall terminate, but the Executive shall be entitled to any benefits accrued and earned in accordance with the terms of any applicable benefit plans and programs of the Company and all Units that have vested as of the Date of Termination shall not be subject to forfeiture.
By the Company for Cause; By the Executive Without Good Reason. (i) The Executive’s employment hereunder may be terminated by the Company for Cause (as defined below) at any time or by Executive without Good Reason after 90 days prior written notice (unless the Company waives such notice requirement or a portion thereof).
(ii) For purposes of this Agreement, “Cause” shall mean:
By the Company for Cause; By the Executive Without Good Reason. (i) The Executive's employment hereunder may be terminated by the Company for Cause (as defined below) at any time or by Executive without Good Reason after 30 days prior written notice (unless the Company waives such notice requirement).
(ii) For purposes of this Agreement, "Cause" shall mean (i) fraud; (ii) engagement in knowing and intentional illegal conduct materially injurious to the Company or its affiliates (but Executive shall not be assumed or imputed to have knowledge of the acts or omissions constituting illegal conduct of any other person, including but not limited to, any employee or agent of the Company or any other person representing or purporting to represent the Company) and excluding motor vehicle violations; (iii) willful and repeated failure, including neglect, to substantially perform duties and obligations of employment which is not remedied within 30 days after written notice thereof approved by 2/3rds of the Board; (iv) conviction of, or a plea of guilty to, a felony, or the misappropriation of property belonging to, the Company or its affiliates; (v) engagement in repeated substance abuse which impairs ability to perform duties and obligations of employment or impairs reputation of the Company; (vi) engaging in any act of moral turpitude; (vii) commencement of employment with another employer while an employee of the Company; or (viii) any material breach by employee of any material provision of the Agreement, or any confidentiality, invention or proprietary information agreement with the Company which continues uncured for 30 days following notice thereof.
By the Company for Cause; By the Executive Without Good Reason. If the Executive’s employment is terminated by the Company for Cause, or by the Executive without Good Reason, the Company’s only obligation to the Executive will be to pay any arrearages of salary or incentive compensation as of the Date of Termination.
By the Company for Cause; By the Executive Without Good Reason. If the Executive’s employment shall be terminated (x) by the Company for Cause or (y) by the Executive without Good Reason, which may include a termination of employment resulting from the Executive giving a notice to the Company of his non-renewal in accordance with Section 1 (without in any way limiting the right of the Executive to terminate his employment for Good Reason in accordance with the terms of this Agreement), and, in each of (x) and (y) of this Section 4(d), except as otherwise provided herein, this Agreement shall terminate without further obligations to the Executive other than the obligation to provide the Executive with (i) the Accrued Obligations and (ii) the Other Benefits; provided, however, that if the Executive’s employment shall be terminated by the Company for Cause, the term “Accrued Obligations” shall not be deemed to include the Executive’s unpaid Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs. All payments and benefits enumerated in (i)-(ii) of this sub-section shall be paid at the same time and in the same form described in Section 4(a). Notwithstanding the foregoing provisions of this Section 4(a), in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer) (a “Specified Employee”), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a) during the six-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payments at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”), on the first business day after the earlier of (i) the date of the Executive’s death and (ii) the date that is six months following the Date of Termination (the “409A Payment Date”). For the avoidance of doubt, the parties hereto acknowledge that the severance payments and benefits described in this Agreement are intended, to the fullest extent possible, to be exempt from the operation of Section 409A of the Code and not “deferred compensation” within the meaning of Section 409A.
By the Company for Cause; By the Executive Without Good Reason. If the Company terminates the Employment Period for Cause or if the Executive terminates the Employment Period without Good Reason, the Company shall promptly pay to the Executive after the Date of Termination any accrued but unpaid Base Salary through the Date of Termination and all other unpaid amounts, if any, which the Executive has accrued and is entitled to as of the Date of Termination in connection with any fringe benefits or under any bonus or incentive compensation plan or program of the Company pursuant to Sections 5(b), (c) and (d). In addition, if the Executive terminates the Employment Period without Good Reason on or after November 9, 2005, and the parties hereto agree that such termination will result in a Chairmanship Only Resumption, then the Executive will continue to serve the Company as non-executive Chairman of the Board in accordance with the terms and conditions set forth in Appendix A. Upon a Chairmanship Only Resumption, all outstanding New Stock Options, Existing Stock Options, shares of restricted Company Common Stock, and the Performance Share Award held by the Executive shall continue to vest and be exercisable in accordance with their terms, and shall be subject to the terms of Appendix A.
