By the Company For Cause or By Executive Without Good Reason. (i) The Employment Term and Executive’s employment hereunder (A) may be terminated by the Company for Cause (as defined below) with immediate effect and (B) shall terminate automatically upon the effective date (following the Notice Period) of Executive’s resignation for any reason other than Good Reason.
(ii) For purposes of this Agreement, “Cause” shall mean (A) any willful act or omission that constitutes a material breach by Executive of any of Executive’s material obligations under this Agreement; (B) the willful and continued failure or refusal of Executive to substantially perform the material duties reasonably required of Executive as an employee of the Company Group; (C) Executive’s commission or conviction of, or plea of guilty or nolo contendere to, (1) a felony or (2) a crime involving fraud or moral turpitude (or any other crime relating to the Company Group which would reasonably be expected to be materially injurious to the Company Group); provided that if the Company terminates Executive’s employment and withholds payments or benefits to Executive on the assertion that Executive committed a felony or crime described in this clause and Executive is subsequently acquitted of such felony or crime, then the Company shall promptly pay to Executive an amount sufficient to restore Executive to the same economic position Executive would have been in had Executive’s termination of employment been without Cause (including by paying an amount in severance that Executive would have been entitled to under this Agreement); (D) Executive’s willful theft, dishonesty or other misconduct that would reasonably be expected to be injurious to the Company Group; (E) Executive’s willful and unauthorized use, misappropriation, destruction or diversion of any material or intangible asset of the Company Group (including, without limitation, Executive’s willful and unauthorized use or disclosure of the Company Group’s confidential or proprietary information) that would reasonably be expected to be materially injurious to the Company Group; (F) any violation by Executive of any law regarding employment discrimination or sexual harassment that would reasonably be expected to be materially injurious to the Company Group; provided that a termination of Executive’s employment for Cause that is susceptible to cure shall not be effective unless the Company first gives Executive written notice of its intention to terminate and the grounds for such termination, and Executive ...
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. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company for Cause; it being agreed that, for the purposes of this Section 7(a), MSG Member shall have the right to act on behalf of the Company in determining whether the Employment Term and Executive’s employment hereunder may be terminated by the Company for Cause.
(ii) The Employment Term and Executive’s employment hereunder shall terminate immediately upon Executive’s resignation without Good Reason; provided however, that Executive will be required to give the Company at least sixty (60) days advance written notice of a resignation without Good Reason, which the Company may waive at any time in its discretion.
(iii) If Executive’s employment is terminated by the Company for Cause, or if Executive resigns without Good Reason, the Company shall pay and Executive shall be entitled to receive the following payments on the effective date of termination:
(A) the Base Salary through the effective date of termination;
(B) reimbursement for any unreimbursed business expenses properly incurred by Executive in accordance with Company policy prior to the effective date of termination; and
(C) such earned and vested Employee Benefits, if any, as to which Executive may be entitled under the Employee Benefit Plans (the amounts described in clauses (A) through (C) hereof being referred to as the “Accrued Rights”).
(iv) Following such termination of Executive’s employment by the Company for Cause, or resignation by Executive without Good Reason, except as set forth in Section 7(a)(iii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.
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 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. (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 (other than for Good Reason or 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 (A) Executive’s willful and continued failure to perform his material duties with respect to the Company or its
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:
