Circumstances Under Which Termination Benefits Would Not Be Paid. The Company shall be obligated to pay the amounts of Base Salary and bonus accrued and unpaid on the date of termination, and shall not be obligated to pay Executive the termination benefits or continue the Option vesting described in Sections 6.1 through 6.3 above, if the Employment Period is terminated for Cause or if Executive voluntarily terminates his employment other than for Good Reason (as defined below in Section 6.5). For purposes of this Agreement, "Cause" shall be limited to:
Circumstances Under Which Termination Benefits Would Not Be Paid. IDG Books shall not be obligated to pay Executive the termination benefits or continue the option vesting described in subparagraphs 6.3 (ii) through (iv) above if the Employment Period is terminated for Cause or if Executive voluntarily terminates his employment other than for Good Reason (as defined below). IDG Books will give Executive written notice of any breach and provide a 30-day improvement/cure period. For purposes of this Agreement, "Cause" shall be limited to:
Circumstances Under Which Termination Benefits Would Not Be Paid. The Company shall not be obligated to pay Executive the termination benefits or continue the option vesting described in Subsection 4.1 above if the Employment Period is terminated for Cause. For purposes of this Agreement, "Cause" shall be limited to (1) Executive's conviction of any felony under federal or state law, or any fraud, misappropriation or embezzlement or act of dishonesty; or (2) Executive's commission of a material violation of this Agreement. In addition, Executive shall not be entitled to any termination benefits or continued option vesting under Subsection 4.1 if he voluntarily terminates his service with the Company other than for Good Reason as determined under Subsection 4.3.
Circumstances Under Which Termination Benefits Would Not Be Paid. Macromedia shall not be obligated to pay Executive the termination benefits described in Subsection 7.1 above if Executive's employment as Chief Financial Officer of Macromedia is terminated for Cause. For purposes of this Agreement, "Cause" shall be limited to (1) Executive's conviction of any felony under federal or state law, or any fraud, misappropriation or embezzlement or act of dishonesty; or (2) Executive's commission of a material violation of the Executive's Proprietary Information and Inventions Agreement. In addition, Executive shall not be entitled to any termination benefits under Subsection 7.1 if he voluntarily terminates his service with Macromedia other than for Good Reason as determined under Subsection 7.3.
Circumstances Under Which Termination Benefits Would Not Be Paid. The Company shall only be obligated to pay the amounts of Base Salary and bonus accrued but unpaid on the date of termination, and shall not be obligated to pay Executive the termination benefits or continue the option vesting described in subparagraphs 6.1 through 6.3 above if the Employment Period is terminated for Cause or if Executive voluntarily terminates his employment other than for Good Reason (as defined below). For purposes of this Agreement, "CAUSE" shall be limited to:
Circumstances Under Which Termination Benefits Would Not Be Paid. The Company shall not be obligated to pay Executive the termination benefits or continue the option vesting described in Subsection 1.1 above if the Executive's employment with the Company is terminated for Cause or on account of Executive's permanent disability. For purposes of this Agreement, "Cause" shall be limited to (1) Executive's gross misconduct or fraud, in the performance of his employment; (2) Executive's conviction or guilty plea with respect to any felony (except for motor vehicle violations); or (3) Executive's material breach of this Agreement after written notice delivered to Executive of such breach and a reasonable opportunity to cure such breach.
Circumstances Under Which Termination Benefits Would Not Be Paid. Charts shall only be obligated to pay the amounts of Base Salary and bonus accrued but unpaid on the date of termination, and shall not be obligated to pay Executive the termination benefits described in subparagraphs 6.1 through 6.3 above if the Employment Period is terminated for Cause, or if Executive voluntarily terminates his employment other than for Good Reason (as defined below). If the Employment Period is terminated for Other Cause (defined below), Employee shall be entitled to the option vesting and lock-up adjustment in clauses (iii) and (iv) of Section 6.3, but shall receive no other termination benefits. For purposes of this Agreement, "Other Cause" shall be limited to:
(a) Willful and deliberate failure by Executive to substantially perform his duties hereunder and not cured within a reasonable period after written notice from the Board, other than a failure resulting from his complete or partial incapacity due to physical or mental illness or impairment;
(b) A material and willful violation of a federal or state law or regulation applicable to the business of the company without the company's knowledge;
(c) Commission of a willful and deliberate act by Executive which constitutes gross misconduct and is injurious to Charts or MarketWatch; or
(d) A willful and deliberate breach of a material provision of this Agreement after written notice.
Circumstances Under Which Termination Benefits Would Not Be Paid. The Company shall only be obligated to pay the amounts of Base Salary and bonus accrued but unpaid on the date of termination, and shall not be obligated to pay Executive the termination benefits or continue the option vesting described in subparagraphs 6.1 through 6.3 above if the Employment Period is terminated for Cause or if Executive voluntarily terminates her employment other than for Good Reason (as defined below). For purposes of this Agreement, "Cause" shall be limited to:
(A) Willful failure by Executive to substantially perform her duties hereunder, other than a failure resulting from her complete or partial incapacity due to physical or mental illness or impairment;
(B) A material and willful violation of a federal or state law or regulation applicable to the business of the company or that adversely affects the image of the Company;
(C) Commission of a willful act by Executive which constitutes gross misconduct and is injurious to the Company; or
(D) A willful breach of a material provision of this Agreement.
Circumstances Under Which Termination Benefits Would Not Be Paid. The Company shall not be obligated to pay Executive the termination benefits or provide the additional option vesting described in Section 4.1 above if Executive's employment is terminated for Cause, on account of Executive's death or Disability, or on account of Executive's voluntary termination other than for Good Reason (as defined in Section 4.6). For purposes of this Agreement, "Cause" shall be limited to (1) Executive's gross misconduct or fraud in the performance of his employment, including the appropriation or attempted appropriation of a material business opportunity or funds or property of the Company or the securing or attempt to secure any personal profit in connection with any transaction entered into on behalf of the Company which is not approved by the Board of Directors, (2) Executive's conviction or guilty plea with respect to any felony (except for motor vehicle violations); or (3) Executive's material breach of this Agreement (or any other agreement incorporated by reference into this Agreement) after written notice delivered to Executive of such breach and a reasonable opportunity (which in any event shall not exceed thirty (30) days) to cure such breach. In addition, the Company's obligation to provide any further benefits under Section 4.1 shall immediately cease in the event that Executive either (a) violates the terms of the Company's standard form of Employee Confidentiality and Assignment of Inventions Agreement signed by Executive or (b) competes with the Company during the term of his employment or within twelve (12) months following termination of employment. For purpose of this Agreement, Executive "competes" with the Company if he engages in (whether as an employee, consultant, proprietor, partner, director or otherwise), or has any ownership interest in, or participates in the financing, operation, management or control of, any person, firm, corporation or business which sells products or services which directly compete with the products or services either offered by the Company at the time or at the termination of Executive's employment were, and at that time are, are being developed for offering by the
Circumstances Under Which Termination Benefits Would Not Be Paid. The Company shall not be obligated to pay Executive the termination benefits pursuant to Section 4 if the Executive's employment is terminated for Cause. For purposes of this Agreement, "Cause" shall be limited to Executive's dereliction of duties, malfeasance, abuse of authority or conviction of a crime of moral turpitude.
