By the Company For Cause or By Executive Without Good Reason. (i) This Agreement and Executive’s employment hereunder may be terminated by the Company for Cause (as defined below), and Executive may resign employment without Good Reason (as defined in Section 7(c)).
(ii) For purposes of this Agreement, “Cause” shall mean (A) Executive’s willful failure to substantially 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 30 days following written notice by the Company to Executive of such failure (provided, however, that it is expressly understood that the Executive’s failure to meet performance targets or objectives for the Annual Bonus or otherwise shall not constitute grounds for a “Cause” termination), (B) Executive’s commission of a material act in the performance of Executive’s duties that Executive knows to be dishonest, (C) during the course of Executive’s employment with the Company, Executive’s conviction of, or plea of nolo contendere to, a crime constituting (x) a felony under the laws of the United States or any state thereof or (y) a misdemeanor involving moral turpitude (other than, in each case, a crime arising from motor vehicle operation), (D) Executive’s willful malfeasance or willful misconduct in connection with Executive’s duties hereunder, (E) Executive’s willful act or omission in derogation of Executive’s duties hereunder which is demonstrably injurious to the financial condition or business reputation of the Company or any of its subsidiaries (collectively, the “Company Group”), (F) Executive’s material breach of any written agreement with any member of the Company Group, which is not cured within 30 days after receipt of the written notice from the Company (provided, however, breaches by Executive of the Merger Agreement, that certain Joinder attached to the Merger Agreement as Exhibit B, that certain Restrictive Covenant Agreement attached to the Merger Agreement as Exhibit J and that certain Stockholders’ Agreement attached to the Merger Agreement as Exhibit K will only constitute breaches for purposes of this clause (F) if committed in his individual capacity after the closing of the Transaction), or (G) Executive’s commission of an act constituting xxxxxxx xxxxxxx or willful commission of an act constituting sexual harassment.
By the Company For Cause or By Executive Without Good Reason. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company for Cause (as defined below) and shall terminate automatically upon Executive’s resignation without Good Reason (other than due to Executive’s death or Disability); provided that Executive will be required to give the Company at least 60 days’ advance written notice of such resignation.
(ii) For purposes of this Agreement, “Cause” shall mean any of the following, as determined by the CEO: (A) Executive’s willful failure to perform any material portion of his duties; (B) the commission of any fraud, misappropriation or misconduct by Executive that causes demonstrable injury, monetarily or otherwise, to the Company or an affiliate; (C) the conviction of, or pleading guilty or nolo contendere to, a felony involving moral turpitude; (D) an act resulting or intended to result, directly or indirectly, in material gain or personal enrichment to the Executive at the expense of the Company or an affiliate; (E) any material breach of Executive’s fiduciary duties to the Company or an affiliate as an employee or officer; (F) a violation of the Company’s Code of Ethical Standards, Business Practices and Conduct or any other violation of a TRU Group policy; (G) the failure by the Executive to comply, in any material respect, with the provisions of Sections 8 and 9 of this Agreement; or (H) the failure by the Executive to comply with any other undertaking set forth in this Agreement or any other agreement Executive has with the Company or any affiliate or any breach by Executive hereof or thereof if such failure or breach is reasonably likely to result in a material injury to the Company or an affiliate.
By the Company For Cause or By Executive Without Good Reason. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company for Cause (as defined below) and shall terminate automatically upon Executive’s voluntary resignation without Good Reason (as defined below).
(ii) For purposes of this Agreement, “Cause” shall mean Executive’s:
By the Company For Cause or By Executive Without Good Reason. If, during the Term, Executive’s employment with the Company and its affiliates is terminated by the Company for Cause or by Executive’s resignation without Good Reason, Executive shall be entitled to receive only those benefits described in Section 2(a)(iv) and (v) above.
By the Company For Cause or By Executive Without Good Reason. If either the Company terminates Executive’s employment for Cause or Executive terminates his employment without Good Reason, the Company shall only be required to pay to Executive those amounts provided in Section 6.1 above and Executive shall not be entitled to receive any other severance compensation or payments from the Company.
By the Company For Cause or By Executive Without Good Reason. If Executive’s employment is terminated by the Company for Cause, or if Executive terminates his employment other than for Good Reason, the Company shall pay or cause to be paid to Executive, within thirty (30) days of the Date of Termination, the amount of any accrued but unpaid Base Salary, plus any accrued but unpaid Cash Bonus with respect to the Company’s fiscal year prior to the fiscal year in which the Date of Termination occurs, and the Company thereafter shall have no further obligation to Executive under this Agreement, other than for payment of any amounts or benefits accrued and vested under any Benefit Plan or otherwise in accordance with applicable law. Effective upon the Date of Termination, any unvested portions of the Initial Grant, the Signing Bonus Grant and Inducement Grant shall be forfeited in full by Executive.
By the Company For Cause or By Executive Without Good Reason. If Executive's employment is terminated for Cause by the Company or if Executive terminates Executive's employment without Good Reason, then the Company shall pay Executive only the Accrued Obligations not yet paid within thirty (30) days following the Date of Termination. Any vested stock options shall be exercisable in accordance with the provisions of the applicable agreement or award, and all unvested stock options and all unvested restricted shares shall be forfeited.
By the Company For Cause or By Executive Without Good Reason. If Executive’s employment is terminated for Cause by the Company or if Executive terminates Executive’s employment without Good Reason, then this Agreement shall terminate without any further obligations by the Company, except that Executive shall be entitled to receive the Accrued Obligations not theretofore paid, paid within thirty (30) days following the Date of Termination or such other date as provided in the applicable Company plan or program.
By the Company For Cause or By Executive Without Good Reason. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company for Cause (as defined below) and shall terminate automatically upon the effective date of Executive’s resignation, provided that such resignation shall not be effective until the expiration of the notice period referenced above.
(ii) For purposes of this Agreement, “Cause” shall mean (A) Executive’s willful and continued failure to perform his material duties with respect to the Company which continues beyond ten (10) days after a written demand for substantial performance is delivered to Executive by the Company (the “Cure Period”); (B) the willful or intentional engaging by Executive in conduct that causes material and demonstrable injury, monetarily or otherwise, to the Company, the Investors (“Investors” means Fusion Acquisition LLC, a Delaware limited liability company, and DLJ Merchant Banking Partners III, L.P., DLJ Offshore Partners XXX-0, X.X., XXX Xxxxxxxx Xxxxxxxx XXX-0, X.X., XXX Offshore Partners III, C.V., DLJ MB Partners III GmbH & Co. KG, Millennium Partners II, L.P. MBP III Plan Investors, L.P.) or their respective Affiliates; (C) the commission by Executive of a crime constituting (x) a felony under the laws of the United States or any state thereof or (y) a misdemeanor involving moral turpitude; or (D) a material breach by Executive of this Agreement or other agreements with the Company, including, without limitation, engaging in any action in breach of restrictive covenants, herein or therein, that continues beyond the Cure Period (to the extent that, in the Board’s reasonable Execution Copy 4
By the Company For Cause or By Executive Without Good Reason. (i) Executive’s employment hereunder may be terminated (A) immediately by the Company for Cause (as defined below) or (B) upon sixty (60) days’ prior written notice by Executive without Good Reason (as defined below).
(ii) For purposes of this Agreement, “Cause” shall mean: