Common use of Cause or Without Cause Clause in Contracts

Cause or Without Cause. The Company may terminate the Executive's employment during the Employment Period for Cause or without Cause. For purposes of this Agreement, "Cause" shall mean (i) a breach by the Executive of the Executive's obligations under Section 2(a) (other than as a result of physical or mental incapacity) which constitutes a continued material nonperformance by the Executive of his obligations and duties thereunder, and which is not remedied within 30 days after receipt of written notice from the Company specifying such breach, (ii) commission by the Executive of an act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against the Company; (iii) a material breach by the Executive of Sections 7, 8, 10 or 11; (iv) the Executive's conviction, plea of no contest or nolo contendere, or unadjudicated probation for any felony or crime involving moral turpitude; (v) the failure of the Executive to carry out, or comply with, in any material respect any lawful and reasonable directive of the Board consistent with the terms of this Agreement, which is not remedied within 30 days after receipt of written notice from the Company specifying such failure; or (vi) the Executive's unlawful use (including being under the influence) or possession of illegal drugs on the Company's premises or while performing the Executive's duties and responsibilities under this Agreement. For purposes of this Agreement, "without Cause" shall mean a termination by the Company of the Executive's employment during the Employment Period for any reason other than a termination based upon Cause, death, Disability or upon a Change of Control, as defined below.

Cause or Without Cause. The Company may terminate the ExecutiveEmployee's employment during the Employment Period for Cause or without Cause. For purposes of this Agreement, "Cause" shall mean (i) a breach by the Executive Employee of the ExecutiveEmployee's obligations under Section 2(a) (other than as a result of physical or mental incapacity) which constitutes a continued material nonperformance by the Executive Employee of his obligations and duties thereunder, as determined in good faith by the Board, and which is not remedied within 30 days after receipt of written notice from the Company specifying such breach, (ii) commission by the Executive Employee of an act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against the Company, as reasonably determined by a majority of the members of the Board after a hearing by the Board following ten days' notice to the Employee of such hearing; (iii) a material breach by the Executive Employee of Sections 7, 8, 10 9, 11 or 1112; (iv) the ExecutiveEmployee's conviction, plea of no contest or nolo contendere, or unadjudicated probation for any felony or crime involving moral turpitude; or (v) the failure of the Executive to carry out, or comply with, in any material respect any lawful and reasonable directive of the Board consistent with the terms of this Agreement, which is not remedied within 30 days after receipt of written notice from the Company specifying such failure; or (vi) the ExecutiveEmployee's unlawful use (including being under the influence) or possession of illegal drugs on the Company's premises or while performing the ExecutiveEmployee's duties and responsibilities under this Agreement. For purposes of this Agreement, "without Cause" shall mean a termination by the Company of the ExecutiveEmployee's employment during the Employment Period for any reason other than a termination based upon Cause, death, Disability or upon a Change of Control, as defined below. The Company may suspend the Employee's title and authority pending the hearing provided for in clause (ii) above, and such suspension shall not constitute "Good Reason" as defined below.