Cause; Resignation Without Good Reason Sample Clauses

Cause; Resignation Without Good Reason. The Company may terminate the Employee’s employment hereunder for “Cause” (as hereinafter defined) or the Employee may resign from his position with the Company without “Good Reason” (as hereinafter defined). For purposes of this Agreement, the Company shall have “Cause” to terminate the Employee’s employment hereunder: (i) upon the Employee’s indictment or conviction for the commission of an act or acts constituting a felony under the laws of the United States or any State thereof or Israel, (ii) upon the Employee’s commission of fraud, embezzlement or gross negligence against the Company, (iii) upon the Employee’s willful or continued failure to perform an act permitted by the Company’s rules, policies or procedures, including without limitation, the Company’s Code of Business Conduct and Ethics that is within his material duties hereunder (other than by reason of physical or mental illness or disability) or directives of the Board that are consistent with the terms hereof, (iv) upon a material breach of the terms hereof by the Employee, (v) upon a material breach of the Non-Disclosure and Non-Competition Agreement annexed hereof, (vi) upon a material violation of the Company’s rules, policies or procedures, including without limitation, the Company’s Code of Business Conduct and Ethics,; or (vii) upon any misrepresentation by the Employee of a material fact to or concealment by the Employee of a material fact from the Board or the Supervisor, in the cases of clauses (iii), (iv) or (vi) of this definition, after written notice has been delivered to the Employee by the Company, which notice specifically identifies the manner in which the Employee has not substantially performed his duties or has committed a breach or violation, and the Employee's failure to substantially perform his duties or breach is not cured within fifteen (15) business days after such notice has been given to the Employee. For purposes of this Section 7(b), no act or failure to act on the Employee's part shall be deemed “willful” unless done or omitted to be done, by the Employee not in good faith and without reasonable belief that the Employee's act, or failure to act, was in the best interest of the Company. If the Company terminates the Employee’s employment for Cause, or if the Employee shall resign from the Company without Good Reason, the Employee shall not be entitled to any severance payments, any unvested stock options, or other unvested equity incentive awards shall termina...