Common use of By the Executive for Cause Clause in Contracts

By the Executive for Cause. Upon the occurrence of any of the following events, the Executive may terminate the Executive’s employment under this Agreement for Cause by written notice to the Employer: (i) upon the sale by the Employer of substantially all of its assets; or (ii) upon a decision by the Employer to terminate its business and liquidate its assets; or (iii) upon a material or reduction in the nature, character, or responsibility of Executive’s position, title, duties or responsibilities or a detrimental change in the Executive’s compensation or benefits without the consent of the Executive; or (iv) upon a Change in Control of the Company. “Change in Control” means: (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 Directors immediately prior to such merger, consolidation or exchange shall cease to constitute at least 50% of the Board, unless the election of each director who was not a director prior to such merger consolidation or exchange was approved by a vote of at least two-thirds of the directors then in office who were directors prior to such merger, consolidation, or exchange; or