Common use of Company’s Right to Terminate Clause in Contracts

Company’s Right to Terminate. Notwithstanding the provisions of paragraph 2.1, Company shall have the right to terminate Executive’s employment under this Agreement at any time for any of the following reasons: (i) upon Executive’s death; (ii) upon Executive’s becoming incapacitated by accident, sickness, or other circumstances which, in the opinion of a physician selected by Company, renders him mentally or physically incapable of performing the duties and services required of him hereunder; (iii) for “Cause”, which shall mean Executive (A) has engaged in gross negligence or willful misconduct in the performance of the duties required of him hereunder, (B) has willfully refused without proper legal reason to perform the duties and responsibilities required of him hereunder, (C) has materially breached any material provision of this Agreement or any material corporate policy maintained and established by Company that is of general applicability to Company’s executive employees, (D) has willfully engaged in conduct that he knows or should know is materially injurious to Company or any of its affiliates, or (E) has been convicted of, or pleaded no contest to, a crime involving moral turpitude or any felony, or (F) has engaged in any act of serious dishonesty which adversely affects, or reasonably could in the future adversely affect, the value, reliability, or performance of Executive in a material manner; provided, however, that Executive’s employment may be terminated for Cause only if such termination is approved by at least a majority of a quorum (as defined in Company’s By-laws) of the members of the Board of Directors after Executive has been given written notice by Company of the specific reason for such termination and an opportunity for Executive, together with his counsel, to be heard before the Board of Directors; or (iv) for any other reason whatsoever, in the sole discretion of the Board of Directors. Members of the Board of Directors may participate in any hearing that is required pursuant to paragraph 2.2(iii) by means of conference telephone or similar communications equipment by means of which all persons participating in the hearing can hear and speak to each other.

Company’s Right to Terminate. Notwithstanding the provisions of paragraph 2.1, the Company shall have the right to terminate ExecutiveKey Employee’s employment under this Agreement at any time for any of the following reasons: (i) upon ExecutiveKey Employee’s death; (ii) upon ExecutiveKey Employee’s becoming incapacitated by accident, sickness, or other circumstances which, in the opinion of a physician selected by the Company, renders him mentally or physically incapable of performing the duties and services required of him hereunder;; or (iii) for “Cause”, which shall mean Executive Key Employee (A) has engaged in gross negligence or willful misconduct in the performance of the duties required of him hereunder, (B) has willfully refused without proper legal reason to perform the duties and responsibilities required of him hereunder, (C) has materially breached any material provision of this Agreement or any material corporate policy maintained and established by the Company that is of general applicability to the Company’s executive employees, (D) has willfully engaged in conduct that he knows or should know is materially injurious to the Company or any of its affiliates, or (E) has been convicted of, or pleaded no contest to, a crime involving moral turpitude or any felony, or (F) has engaged in any act of serious dishonesty which adversely affects, or reasonably could in the future adversely affect, the value, reliability, or performance of Executive Key Employee in a material manner; provided, however, that ExecutiveKey Employee’s employment may be terminated for Cause only if such termination is approved by at least a majority of a quorum (as defined in the Company’s By-laws) of the members of the Board of Directors after Executive Key Employee has been given written notice by the Company of the specific reason for such termination and an opportunity for ExecutiveKey Employee, together with his counsel, to be heard before the Board of Directors; or (iv) for any other reason whatsoever, in the sole discretion of the Board of Directors. Members of the Board of Directors may participate in any hearing that is required pursuant to paragraph 2.2(iii) by means of conference telephone or similar communications equipment by means of which all persons participating in the hearing can hear and speak to each other.

Company’s Right to Terminate. Notwithstanding the provisions of paragraph 2.1, Company shall have the right to terminate Executive’s employment under this Agreement at any time for any of the following reasons: (i) upon Executive’s death; (ii) upon Executive’s disability, which shall mean Executive’s becoming incapacitated by accident, sickness, or other circumstances which, in the opinion of a physician selected by Company, which renders him mentally or physically incapable of performing the duties and services required of him hereunderhereunder for ninety (90) or more days (whether or not consecutive) out of any consecutive one hundred eighty (180)-day period, unless any of the days would constitute leave under the Family and Medical Leave Act; (iii) for “Cause”, ,” which shall mean Executive has (A) has engaged in gross negligence negligence, gross incompetence or willful misconduct in the performance of the duties required of him hereunder, ; (B) has willfully refused without proper legal reason to perform the reasonable and lawful duties and reasonable and lawful responsibilities required of him hereunderhereunder causing material injury to the Company or its affiliates (monetarily or otherwise), and failed to cure such breach (in the event that such breach is capable of being cured) within thirty (30) days following written receipt of notice from the Company setting forth in reasonable detail the nature of such breach; (C) has materially breached any material provision of this Agreement or any material corporate policy maintained and established by failed to cure such breach (in the event that such breach is capable of being cured) within thirty (30) days following receipt of notice from the Company that is setting forth in reasonable detail the nature of general applicability to Company’s executive employees, such breach; (D) has willfully engaged in conduct that he knows or should know is materially injurious to the Company or any of its affiliates, affiliates (monetarily or otherwise); (E) has committed an act of fraud, embezzlement or willful breach of fiduciary duty to the Company or an affiliate (including the unauthorized disclosure of confidential or proprietary material information of the Company or an affiliate); or (F) been convicted of, of (or pleaded no contest to, ) a crime involving fraud, dishonesty or moral turpitude or any felony, or (F) has engaged in any act of serious dishonesty which adversely affects, or reasonably could in the future adversely affect, the value, reliability, or performance of Executive in a material manner; provided, however, that Executive’s employment may be terminated for Cause only if such termination is approved by at least a majority of a quorum (as defined in Company’s By-laws) of the members of the Board of Directors after Executive has been given written notice by Company of the specific reason for such termination and an opportunity for Executive, together with his counsel, to be heard before the Board of Directors; or (iv) at any time for any other reason, or for no reason whatsoever, in the sole discretion of the Board of Directors. Members of the Board of Directors may participate in any hearing that is required pursuant to paragraph 2.2(iii) by means of conference telephone or similar communications equipment by means of which all persons participating in the hearing can hear and speak to each otherBoard.

Company’s Right to Terminate. Notwithstanding the provisions of paragraph 2.1, Company shall have the right to terminate Executive’s employment under this Agreement at any time for any of the following reasons: (i) upon Executive’s death; (ii) upon Executive’s becoming incapacitated by accident, sickness, or other circumstances which, in the opinion of a physician reasonably selected by CompanyCompany which selection is reasonably agreed to by Executive, renders him mentally or physically incapable of performing the duties and services required of him hereunder; (iii) for “Cause”, ,” which shall mean Executive (A) has engaged in gross negligence or willful misconduct in the performance of the duties required of him hereunder, (B) has willfully refused without proper legal reason to perform the duties and responsibilities required of him hereunder, (C) has materially breached any material provision of this Agreement or any material corporate policy maintained and established by Company that is of general applicability to Company’s executive employees, (D) has willfully engaged in conduct that he knows or should know is materially injurious to Company or any of its affiliates, or (E) has been convicted of, or pleaded no contest to, a crime involving moral turpitude or any felony, or (F) has engaged in any act of serious dishonesty which adversely affects, or reasonably could in the future adversely affect, the value, reliability, or performance of Executive in a material manner; provided, however, that Executive’s employment may be terminated for Cause only if such termination is approved by at least a majority of a quorum (as defined in Company’s By-laws) of the members of the Board of Directors (excluding Executive) after Executive has been given written notice by Company of the specific reason for such termination and an a reasonable opportunity for Executive, together with his counsel, to be heard before the Board of Directors; or (iv) for any other reason whatsoever, in the sole discretion of the Board of Directors. Members of the Board of Directors may participate in any hearing that is required pursuant to paragraph 2.2(iii) by means of conference telephone or similar communications equipment by means of which all persons participating in the hearing can hear and speak to each other.

Company’s Right to Terminate. Notwithstanding the provisions of paragraph 2.1, the Company shall have the right to terminate the Executive’s employment under this Agreement at any time before the expiration of the term provided for in paragraph 2.1, for any of the following reasons: (i) upon the Executive’s death; (ii) upon the Executive’s becoming incapacitated by accident, sickness, sickness or other circumstances which, in the opinion of a physician selected by Company, circumstance which renders him mentally or physically incapable of performing the duties and services required of him hereunderhereunder on a full-time basis with reasonable accommodation for a period of at least 120 consecutive days or for a period of 180 business days during any twelve-month period (“Disability”); (iii) for “Cause”, ,” which for purposes of this Agreement shall mean Executive (A) has engaged in the Executive’s gross negligence negligence, gross neglect or willful misconduct in the performance of the duties required of him hereunder, (B) has willfully refused without proper legal reason the Executive’s commission of a felony that is expected to perform result in a material adverse effect on the duties and responsibilities required of him hereunderCompany, or (C) has materially breached the Executive’s material breach of any material provision of this Agreement or any material corporate policy maintained and established by Company that is of general applicability to Company’s executive employees, (D) has willfully engaged in conduct that he knows or should know is materially injurious to Company or any of its affiliates, or (E) has been convicted of, or pleaded no contest to, a crime involving moral turpitude or any felony, or (F) has engaged in any act of serious dishonesty which adversely affects, or reasonably could in the future adversely affect, the value, reliability, or performance of Executive in a material manner; provided, however, that Executive’s employment may be terminated for Cause only if such termination is approved by at least a majority of a quorum (as defined in Company’s By-laws) of the members of the Board of Directors after Executive has been given written notice by Company of the specific reason for such termination and an opportunity for Executive, together with his counsel, to be heard before the Board of DirectorsAgreement; or (iv) for any other reason whatsoeverwhatsoever or for no reason, in the sole discretion of the Board of Directors. Members A termination of the Executive’s employment by the Company pursuant to clause (iv) above is referred to as a “Without Cause Termination.” The termination of the Executive’s employment by the Company pursuant to subclause (A) or (C) of clause (iii) above shall not be deemed to be for Cause, and will be treated as a Without Cause Termination, unless the Company has first provided written notice to the Executive specifically identifying the conduct on which the termination is based, and the Executive has failed to cure such conduct within 10 business days after such notice is given. Any termination of the Executive’s employment by the Company for Cause shall be effective only upon delivery to the Executive of a certified copy of a resolution of the Board of Directors, adopted by the affirmative vote of a majority of the entire membership of the Board of Directors may participate in any hearing (excluding the Executive) following a meeting at which the Executive was given an opportunity to be heard on at least five business days’ advance notice, finding that is required pursuant to paragraph 2.2(iii) by means the Executive was guilty of conference telephone or similar communications equipment by means of which all persons participating in the hearing can hear conduct constituting Cause, and speak to each otherspecifying the particulars thereof.

Company’s Right to Terminate. Notwithstanding the provisions of paragraph 2.1, Company shall have the right to terminate ExecutiveEmployee’s employment under this Agreement at any time for any of the following reasons: (i) upon ExecutiveEmployee’s death; (ii) upon ExecutiveEmployee’s becoming incapacitated by accident, sickness, or other circumstances which, in the opinion of a physician reasonably selected by CompanyCompany which selection is reasonably agreed to by Employee, renders him mentally or physically incapable of performing the duties and services required of him hereunder; (iii) for “Cause”, which shall mean Executive Employee (A) has engaged in gross negligence or willful misconduct in the performance of the duties required of him hereunder, (B) has willfully refused without proper legal reason to perform the duties and responsibilities required of him hereunder, (C) has materially breached any material provision of this Agreement or any material corporate policy maintained and established by Company that is of general applicability to Company’s executive Employee employees, (D) has willfully engaged in conduct that he knows or should know is materially injurious to Company or any of its affiliates, or (E) has been convicted of, or pleaded no contest to, a crime involving moral turpitude or any felony, or (F) has engaged in any act of serious dishonesty which adversely affects, or reasonably could in the future adversely affect, the value, reliability, or performance of Executive Employee in a material manner; provided, however, that ExecutiveEmployee’s employment may be terminated for Cause only if such termination is approved by at least a majority of a quorum (as defined in Company’s By-laws) of the members of the Board of Directors (excluding Employee) after Executive Employee has been given written notice by Company of the specific reason for such termination and an a reasonable opportunity for ExecutiveEmployee, together with his counsel, to be heard before the Board of Directors; or (iv) for any other reason whatsoever, in the sole discretion of the Board of Directors. Members of the Board of Directors may participate in any hearing that is required pursuant to paragraph 2.2(iii) by means of conference telephone or similar communications equipment by means of which all persons participating in the hearing can hear and speak to each other.

Company’s Right to Terminate. Notwithstanding the provisions of paragraph 2.1, Company shall have the right to terminate Executive’s employment under this Agreement at any time for any of the following reasons: (i) upon Executive’s death; (ii) upon Executive’s becoming incapacitated by accident, sickness, or other circumstances which, in the opinion of a physician reasonably selected by CompanyCompany which selection is reasonably agreed to by Executive, renders him mentally or physically incapable of performing the duties and services required of him hereunder; (iii) for “Cause”, ,” which shall mean Executive (A) has engaged in gross negligence or willful misconduct in the performance of the duties required of him hereunder, (B) has willfully refused without proper legal reason to perform the duties and responsibilities required of him hereunder, (C) has materially breached any material provision of this Agreement or any material corporate policy maintained and established by Company that is of general applicability to Company’s executive employees, (D) has willfully engaged in conduct that he knows or should know is materially injurious to Company or any of its affiliates, or (E) has been convicted of, or pleaded no contest to, a crime involving moral turpitude or any felony, or (F) has engaged in any act of serious dishonesty which adversely affects, or reasonably could in the future adversely affect, the value, reliability, or performance of Executive in a material manner; provided, however, that Executive’s employment may be terminated for Cause only if such termination is approved by at least a majority of a quorum (as defined in Company’s By-laws) of the members of the Board of Directors (excluding Executive) after Executive has been given written notice by Company of the specific reason for such termination and an a reasonable opportunity for Executive, together with his counsel, to be heard before the Board of Directors; (iv) subsequent to a determination by the Board of Directors that the positions of Chief Executive Officer and Chairman of the Board of Directors should be separated; or (ivv) for any other reason whatsoever, in the sole discretion of the Board of Directors. Members of the Board of Directors may participate in any hearing that is required pursuant to paragraph 2.2(iii) by means of conference telephone or similar communications equipment by means of which all persons participating in the hearing can hear and speak to each other.

Company’s Right to Terminate. Notwithstanding the provisions of paragraph 2.1, the Company shall have the right to terminate ExecutiveKey Employee’s employment under this Agreement at any time for any of the following reasons: (i) upon ExecutiveKey Employee’s death;; or (ii) upon ExecutiveKey Employee’s becoming incapacitated by accident, sickness, or other circumstances which, in the opinion of a physician selected by the Company, renders him mentally or physically incapable of performing the duties and services required of him hereunder;hereunder and such incapacity exists for a total of one hundred and twenty (120) calendar days in any twelve (12)-month period; or (iii) for “Cause”, which shall mean Executive mean, (Ai) has engaged in gross negligence Key Employee’s commission of an act of fraud, embezzlement or misappropriation against the Company or any of its Affiliates, (ii) Key Employee’s intentional or willful misconduct in the performance of the duties and services required of him hereunder, (B) has willfully refused without proper legal reason Key Employee pursuant to perform the duties and responsibilities required of him hereunder, (C) has materially breached any material provision of this Agreement or any material corporate policy maintained and established by Company that is of general applicability to Company’s executive employees, (D) has willfully engaged in conduct that he knows or should know is materially and demonstratively injurious to the Company or any of its affiliates, Affiliates or (Eiii) has been convicted of, Key Employee pleads or pleaded no contest to, is found guilty of a crime felony punishable by imprisonment involving an act of dishonesty or moral turpitude by a court of competent jurisdiction. The determination as to whether or any felony, or (F) has engaged in any act not Cause exists for termination of serious dishonesty which adversely affects, or reasonably could in the future adversely affect, the value, reliability, or performance of Executive in a material manner; provided, however, that ExecutiveKey Employee’s employment may will be terminated made by the Board of Directors. The Company shall give Notice of Termination for Cause only if such termination is approved by at least a majority of a quorum (as defined in Company’s By-laws) within 90 days of the non-executive members of the Board of Directors after Executive has been given written notice by Company first having knowledge of the specific reason for such termination and an opportunity for Executive, together with his counselevent upon which Cause is based. Notwithstanding the foregoing, to the extent a Cause event can be heard before fully cured, the Board Company shall provide Key Employee with notice of Directorssuch Cause event and at least 30 days to remedy the event prior to giving Key Employee Notice of Termination for Cause and, to the extent cured, such Cause event will be deemed not to have existed; or (iv) at any time for any other reason whatsoever, in the sole discretion of the Board of Directors. Members of the Board of Directors may participate in any hearing that is required pursuant to paragraph 2.2(iii) by means of conference telephone or similar communications equipment by means of which all persons participating in the hearing can hear and speak to each otherCompany.

Company’s Right to Terminate. Notwithstanding the provisions of paragraph 2.1, Company shall have the right to terminate Executive’s employment under this Agreement at any time for any of the following reasons: (i) upon Executive’s death; (ii) upon Executive’s becoming incapacitated by accident, sickness, or other circumstances which, in the opinion of a physician selected by Company, renders him Executive mentally or physically incapable of performing the duties and services required of him Executive hereunder; (iii) for “Cause”, which shall mean Executive (A) has engaged in gross negligence or willful misconduct in the performance of the duties required of him Executive hereunder, (B) has willfully refused without proper legal reason to perform the duties and responsibilities required of him Executive hereunder, (C) has materially breached any material provision of this Agreement or any material corporate policy maintained and established by Company that is of general applicability to Company’s executive employees, (D) has willfully engaged in conduct that he Executive knows or should know is materially injurious to Company or any of its affiliates, or (E) has been convicted of, or pleaded no contest to, a crime involving moral turpitude or any felony, or (F) has engaged in any act of serious dishonesty which adversely affects, or reasonably could in the future adversely affect, the value, reliability, or performance of Executive in a material manner; provided, however, that Executive’s employment may be terminated for Cause only if such termination is approved by at least a majority of a quorum (as defined in Company’s By-laws) of the members of the Board of Directors after Executive has been given written notice by Company of the specific reason for such termination and an opportunity for Executive, together with his Executive’s counsel, to be heard before the Board of Directors; or (iv) for any other reason whatsoever, in the sole discretion of the Board of Directors. Members of the Board of Directors may participate in any hearing that is required pursuant to paragraph 2.2(iii) by means of conference telephone or similar communications equipment by means of which all persons participating in the hearing can hear and speak to each other.

Company’s Right to Terminate. (a) Notwithstanding the provisions of paragraph 2.1, Company the Company, acting pursuant to an express resolution of the Board, shall have the right to terminate Executive’s employment under this Agreement at any time for any of the following reasons: (i) upon Executive’s death; (ii) upon Executive’s becoming incapacitated for a period of at least 180 days by accident, sickness, sickness or other circumstances which, in the opinion of a physician selected by Company, circumstance which renders him mentally or physically incapable of performing the essential functions of the duties and services required of him hereunder, with or without reasonable accommodation, on a full-time basis during such period; (iii) for “Cause”, which shall mean Executive (A) has engaged in gross negligence or willful misconduct in the performance of the duties required of him hereunder, (B) has willfully refused without proper legal reason to perform the duties and responsibilities required of him hereunder, (C) has materially breached any material provision of this Agreement or any material corporate policy maintained and established by Company that is of general applicability to Company’s executive employees, (D) has willfully engaged in conduct that he knows or should know is materially injurious to Company or any of its affiliates, or (E) has been convicted of, or pleaded no contest to, a crime involving moral turpitude or any felony, or (F) has engaged in any act of serious dishonesty which adversely affects, or reasonably could in the future adversely affect, the value, reliability, or performance of Executive in a material manner; provided, however, that Executive’s employment may be terminated for Cause only if such termination is approved by at least a majority of a quorum (as defined in Company’s By-laws) of the members of the Board of Directors after Executive has been given written notice by Company of the specific reason for such termination and an opportunity for Executive, together with his counsel, to be heard before the Board of Directors; or; (iv) for any other reason whatsoeverwithout Cause, in the sole discretion of the Board Board. (b) As used in this Agreement, the term “Cause “ shall mean any one or more of Directors. Members the following: (i) willful refusal by Executive to follow lawful directives of the Board which are consistent with the scope and nature of Directors may participate Executive’s duties and responsibilities as set forth herein. (For purposes of the foregoing, no act or failure to act on the part of Executive shall be considered “willful” unless it is done or omitted to be done by Executive without the reasonable belief that Executive’s act or omission was in any hearing the best interests of the Company. Any act or failure to act that is required expressly authorized by the Board pursuant to paragraph 2.2(iii) a resolution duly adopted by means of conference telephone the Board shall be conclusively presumed to be done or similar communications equipment omitted to be done by means of which all persons participating Executive in the hearing can hear reasonable belief that it was in the best interests of the Company.); (ii) Executive’s conviction of, or plea of guilty or nolo contendere to, a felony or of any crime involving moral turpitude, fraud or embezzlement; (iii) gross negligence or willful misconduct of Executive resulting in material harm or loss to the Company or any of its subsidiaries or material damage to the reputation of the Company or any of its subsidiaries; (iv) material breach by Executive of any one or more of the covenants contained in Article 5 hereof; or (v) violation of Executive’s fiduciary duties to the Company or any of its subsidiaries. However, no action(s) or inaction(s) will constitute Cause unless (1) a resolution finding that Cause exists has been approved by a majority of all of the members of the Board and speak (2) where remedial action is feasible, Executive fails to each otherremedy the action(s) or inaction(s) within 10 days after receiving a written notice (“Cause Notice”) identifying in reasonable detail the nature of such Cause. If Executive so effects a cure to the satisfaction of the Board, the Cause Notice shall be deemed rescinded and of no force or effect.

Company’s Right to Terminate. Notwithstanding the provisions of paragraph 2.1Section 2(a), Company shall have the right to terminate Executive’s employment under this Agreement at any time prior to the expiration of the Term for any of the following reasons: (i) upon Executive’s death; (ii) upon Executive’s Executive becoming incapacitated by accident, sickness, or other circumstances which, “disabled” which for purpose of this Agreement shall mean Executive shall have been unable to perform his duties for a period of more than ninety (90) days in the opinion of a physician selected by Company, renders him mentally or physically incapable of performing the duties and services required of him hereunder;any twelve (12) month period; or (iii) for “Cause”, ,” which for purposes of this Agreement shall mean Executive include (A) has engaged in gross negligence or willful misconduct in the performance of the duties required of him hereunder, (B) has willfully refused without proper legal reason to perform the duties and responsibilities required of him hereunder, (C) has materially breached any a material provision breach of this Agreement or any material corporate policy maintained and established by Company that is of general applicability to Company’s executive employeesExecutive, (D) has willfully engaged in conduct that he knows or should know is materially injurious to Company or any of its affiliates, or (E) has been convicted of, or pleaded no contest to, a crime involving moral turpitude or any felony, or (F) has engaged in any act of serious dishonesty which adversely affects, or reasonably could in the future adversely affect, the value, reliability, or performance of Executive in a material manner; provided, however, that Executive’s employment may be terminated for Cause but only if such termination breach is approved by at least a majority of a quorum not cured within thirty (as defined in Company’s By-laws30) of the members of the Board of Directors after Executive has been given days following written notice by Company to Executive of such breach, assuming such breach may be cured; (B) Executive is convicted of any act or course of conduct involving moral turpitude; or (C) Executive engages in any willful act or willful course of conduct constituting an abuse of office or authority which significantly adversely affects the specific reason for such termination and an opportunity for business or reputation of Company. No act, failure to act or course of conduct on Executive’s part shall be considered “willful” unless done, together with his counsel, or omitted to be heard before done, by Executive not in good faith and without reasonable belief that his action, omission or course of conduct was in the Board best interest of Directors; or (ivCompany. Any written notice by the Company to Executive pursuant to this Section 2(b)(iii) shall set forth, in reasonable detail, the facts and circumstances claimed to constitute the Cause. If Executive is discharged for Cause, the Company, without any limitations on any remedies it may have at law or equity, shall have no liability for salary or any other reason whatsoever, in compensation and benefits to Executive after the sole discretion date of the Board of Directors. Members of the Board of Directors may participate in any hearing that is required pursuant to paragraph 2.2(iii) by means of conference telephone or similar communications equipment by means of which all persons participating in the hearing can hear and speak to each othersuch discharge.

Company’s Right to Terminate. Notwithstanding the provisions of paragraph Section 2.1, Company shall have the right to terminate ExecutiveEmployee’s employment under this Agreement at any time for any of the following reasons: (ia) upon Executive’s death; (ii) upon ExecutiveEmployee’s becoming incapacitated by accident, sickness, sickness or other circumstances which, in the opinion of a physician selected by Company, circumstance which renders him mentally or physically incapable of performing the duties and services required of him hereunderhereunder on a full-time basis for a period of at least 120 consecutive days or for a period of 180 days during any 12-month period (“Disability”); (iiib) for “Cause”cause, which shall mean Executive (A) has engaged in gross negligence or willful misconduct in the performance of the duties required of him hereunder, (B) has willfully refused without proper legal reason to perform the duties and responsibilities required of him hereunder, (C) has materially breached any material provision for purposes of this Agreement or any material corporate policy maintained and established by Company that is of general applicability to Company’s executive employees, shall mean Employee (D) has willfully engaged in conduct that he knows or should know is materially injurious to Company or any of its affiliates, or (Ei) has been convicted of, or pleaded no contest to, a crime misdemeanor involving moral turpitude or any a felony, or (Fii) has engaged in gross negligence or willful misconduct which is materially injurious (monetarily or otherwise) to Company or any act of serious dishonesty its subsidiaries (including, without limitation, misuse of Company’s or a subsidiary’s funds or other property), (iii) has willfully refused without proper legal reason to perform Employee’s duties, provided such refusal continues 30 days after notice from Company to Employee of such refusal and opportunity to cure, which adversely affectsnotice refers to this Section 2.2(b)(iii), or reasonably could in the future adversely affect(iv) has materially breached, the value, reliability, or performance of Executive in a material manner; provided, however, that Executive’s employment may be terminated for Cause only if such termination is approved by at least a majority of a quorum (as defined in Company’s By-laws) of the members of the Board of Directors after Executive has been given determined by the Board, any material provision of this Agreement or any other written notice agreement between Company or any of its subsidiaries and Employee or any material written corporate policy maintained and established by Company or any of the specific reason for its subsidiaries that is of general applicability to similarly situated employees, and has been provided to Employee, provided such termination breach is not cured within 30 days after notice from Company to Employee of such breach and an opportunity for Executiveto cure, together with his counsel, which notice refers to be heard before the Board of Directorsthis Section 2.2(b)(iv); or (ivc) at any time for any other reason whatsoeverwhatsoever or for no reason at all, in the sole discretion of Company. Notwithstanding the Board of Directors. Members of foregoing, Company shall not have the Board of Directors may participate in right to terminate Employee’s employment under this Agreement prior to November 30, 2005 for any hearing that is required pursuant to paragraph 2.2(iiireason other than those contemplated by Section 2.2(a) by means of conference telephone or similar communications equipment by means of which all persons participating in the hearing can hear and speak to each other(b).

Company’s Right to Terminate. Notwithstanding the provisions of paragraph 2.1, Company shall have the right to terminate Executive’s 's employment under this Agreement at any time for any of the following reasons: (i) upon Executive’s 's death; (ii) upon Executive’s 's becoming incapacitated by accident, sickness, sickness or other circumstances which, in the opinion of a physician selected by Company, circumstance which renders him mentally or physically incapable of performing the duties and services required of him hereunderhereunder on a full-time basis for a period of at least 180 consecutive days; (iii) for “Cause”cause, which for purposes of this Agreement shall mean Executive (A) has engaged in gross negligence or willful misconduct in the performance of the duties required of him hereunder, (B) has willfully refused without proper legal reason to perform the duties and responsibilities required of him hereunder, (C) has materially breached any material provision of this Agreement or any material corporate policy maintained and established by Company that is of general applicability to Company’s 's executive employees, (D) has willfully engaged in conduct that he knows or should know is materially injurious to Company or any of its affiliates, or (E) has been convicted of, or pleaded no contest to, a crime involving moral turpitude or any felony, or (F) has engaged in illegal conduct or any act of serious dishonesty which adversely affects, or reasonably could in the future adversely affect, the value, reliability, or performance of Executive in a material manner; provided, however, that Executive’s 's employment may be terminated for Cause pursuant to this paragraph 2.2(iii) only if such termination is approved by at least a majority of a quorum (as defined in Company’s Bytwo-laws) thirds of the members of the Board of Directors after Executive has been given written notice by Company of the specific reason for such termination and an opportunity for Executive, together with his counsel, to be heard before the Board of Directors; or (iv) for any other reason whatsoever, in the sole discretion of the Board of Directors. Members of the Board of Directors may participate in any hearing that is required pursuant to paragraph 2.2(iii) by means of conference telephone or similar communications equipment by means of which all persons participating in the hearing can hear and speak to each other; provided, however, that at least one-half of the members of the Board of Directors shall attend the hearing in person.

Company’s Right to Terminate. (a) Notwithstanding the provisions of paragraph 2.12.1 and 4.1, the Company shall have the right to terminate Executive’s employment under this Agreement at any time for any of the following reasons: (i) upon Executive’s death; (ii) upon Executive’s becoming incapacitated for a period of at least 180 days by accident, sickness, sickness or other circumstances which, in the opinion of a physician selected by Company, circumstance which renders him mentally or physically incapable of performing the essential functions of the duties and services required of him hereunder, with or without reasonable accommodation, on a full-time basis during such period; (iii) for Cause; or (iv) without Cause. (b) As used in this Agreement, the term “Cause”, which ” shall mean any one or more of the following: (i) any material breach by the Executive of any of the duties, responsibilities or obligations of his employment, or any of the written material policies of the Company; (Aii) has engaged in any willful material failure or refusal by the Executive to properly perform the duties, responsibilities or obligations of his employment, or to properly perform or follow any lawful order or direction by the Company; (iii) any material acts or omissions by the Executive that constitute fraud, dishonesty, breach of the Executive’s duty of loyalty, gross negligence negligence, civil or willful criminal illegality, or any other material misconduct in the performance Executive’s employment or brings the Company into disrepute, creates civil or criminal liability for the Company or adversely affects the Company’s business or interests. No act or failure to act on the part of the duties required of him hereunder, (B) has willfully refused without proper legal reason to perform the duties and responsibilities required of him hereunder, (C) has materially breached any material provision of this Agreement or any material corporate policy maintained and established by Company that Executive shall be considered “willful” unless it is of general applicability to Company’s executive employees, (D) has willfully engaged in conduct that he knows or should know is materially injurious to Company or any of its affiliatesdone, or (E) has been convicted ofomitted to be done, by the Executive in bad faith and without reasonable belief that the Executive’s action or pleaded no contest to, a crime involving moral turpitude or any felony, or (F) has engaged in any act of serious dishonesty which adversely affects, or reasonably could omission was in the future adversely affect, best interest of the value, reliability, or performance of Executive in a material manner; providedCompany. Notwithstanding the foregoing, however, no action(s) or inaction(s) will constitute Cause unless (1) a resolution finding that Executive’s employment may be terminated for Cause only if such termination is exists has been approved by at least a majority of a quorum (as defined in Company’s By-laws) all of the members of the Board of Directors and (2) where remedial action is feasible, Executive fails to remedy the action(s) or inaction(s) within 10 days after Executive has been given receiving a written notice by Company (“Cause Notice”) identifying in reasonable detail the nature of such Cause. If Executive so effects a cure to the satisfaction of the specific reason for such termination Board, the Cause Notice shall be deemed rescinded and an opportunity for Executive, together with his counsel, to be heard before the Board of Directors; or (iv) for any other reason whatsoever, in the sole discretion of the Board of Directors. Members of the Board of Directors may participate in any hearing that is required pursuant to paragraph 2.2(iii) by means of conference telephone no force or similar communications equipment by means of which all persons participating in the hearing can hear and speak to each othereffect.

Company’s Right to Terminate. Notwithstanding the provisions of paragraph 2.1, Company shall have the right to terminate Executive’s employment under this Agreement at any time for any of the following reasons: (i) upon Executive’s death; (ii) upon Executive’s becoming incapacitated by accident, sickness, or other circumstances which, in the opinion of a physician reasonably selected by CompanyCompany which selection is reasonably agreed to by Executive, renders him mentally or physically incapable of performing the duties and services required of him hereunder; (iii) for “Cause”, which shall mean Executive (A) has engaged in gross negligence or willful misconduct in the performance of the duties required of him hereunder, (B) has willfully refused without proper legal reason to perform the duties and responsibilities required of him hereunder, (C) has materially breached any material provision of this Agreement or any material corporate policy maintained and established by Company that is of general applicability to Company’s executive employees, (D) has willfully engaged in conduct that he knows or should know is materially injurious to Company or any of its affiliates, or (E) has been convicted of, or pleaded no contest to, a crime involving moral turpitude or any felony, or (F) has engaged in any act of serious dishonesty which adversely affects, or reasonably could in the future adversely affect, the value, reliability, or performance of Executive in a material manner; provided, however, that Executive’s employment may be terminated for Cause only if such termination is approved by at least a majority of a quorum (as defined in Company’s By-laws) of the members of the Board of Directors (excluding Executive) after Executive has been given written notice by Company of the specific reason for such termination and an a reasonable opportunity for Executive, together with his counsel, to be heard before the Board of Directors; or (iv) for any other reason whatsoever, in the sole discretion of the Board of Directors. Members of the Board of Directors may participate in any hearing that is required pursuant to paragraph 2.2(iii) by means of conference telephone or similar communications equipment by means of which all persons participating in the hearing can hear and speak to each other.

Company’s Right to Terminate. Notwithstanding the provisions of paragraph 2.1, the Company shall have the right to terminate Executive’s employment under this Agreement at any time for any of the following reasons: (ia) upon Executive’s death (for the avoidance of doubt, Executive’s employment shall automatically terminate upon his death); (iib) upon Executive’s disability, which shall mean Executive’s becoming incapacitated by accident, sickness, or other circumstances which, in the opinion of a physician selected by Company, which renders him mentally or physically incapable incapable, despite reasonable accommodation, of performing the essential duties and services required of him hereunderhereunder for an aggregate of 90 days plus paid time off due but not taken by Executive, or more (whether or not consecutive), out of any consecutive 180-day period, as determined by a physician selected by the Company or its insurers and acceptable to Executive or Executive’s legal representative, with such agreement as to acceptability not to be unreasonably withheld or delayed and with any refusal by Executive to submit to a medical examination deemed to constitute conclusive evidence of disability; (iiic) for “Cause”, ,” which shall mean Executive has (A) has engaged in gross negligence or in the performance of the duties required of him hereunder; (B) engaged in willful misconduct in the performance of the duties required of him hereunder, (B) has willfully refused without proper legal reason hereunder resulting in a material detriment to perform the duties and responsibilities required of him hereunder, Company; (C) has unlawfully used (including being under the influence of) or possessed illegal drugs on the Company’s (or any of its affiliate’s) premises or while performing his duties or responsibilities under this Agreement; (D) committed a material act of fraud or embezzlement against the Company, its affiliates, or any of their respective equityholders; (E) been convicted of (or pleaded guilty or no contest to) a felony, other than a non-injury vehicular offence, that could be reasonably expected to reflect unfavorably and materially on the Company; or (F) materially breached or violated any material provision of this Agreement or violated any material corporate provision of any material Company written company policy maintained that has been previously provided or made available to Executive and established by Company that is not inconsistent with the terms of general applicability to Company’s executive employees, (D) has willfully engaged in conduct that he knows or should know is materially injurious to Company or any of its affiliates, or (E) has been convicted of, or pleaded no contest to, a crime involving moral turpitude or any felony, or (F) has engaged in any act of serious dishonesty which adversely affects, or reasonably could in the future adversely affect, the value, reliability, or performance of Executive in a material manner; provided, however, that Executive’s employment may be terminated for Cause only if such termination is approved by at least a majority of a quorum (as defined in Company’s By-laws) of the members of the Board of Directors after Executive has been given written notice by Company of the specific reason for such termination and an opportunity for Executive, together with his counsel, to be heard before the Board of Directorsthis Agreement; or (ivd) at any time for any other reason, or for no reason whatsoever, in the sole discretion of the Board of Directors. Members as exercised by a least a majority of the Board members of Directors may participate in any hearing that is required pursuant to paragraph 2.2(iii) by means of conference telephone or similar communications equipment by means of which all persons participating in the hearing can hear and speak to each otherBoard.

Company’s Right to Terminate. Notwithstanding the provisions of paragraph Section 2.1, Company shall have the right to terminate ExecutiveEmployee’s employment under this Agreement at any time for any of the following reasons: (ia) upon Executive’s death; (ii) upon ExecutiveEmployee’s becoming incapacitated by accident, sickness, sickness or other circumstances which, in the opinion of a physician selected by Company, circumstance which renders him mentally or physically incapable of performing the duties and services required of him hereunderhereunder on a full-time basis for a period of at least 120 consecutive days or for a period of 180 days during any 12-month period (“Disability”); (iiib) for “Cause”cause, which shall mean Executive (A) has engaged in gross negligence or willful misconduct in the performance of the duties required of him hereunder, (B) has willfully refused without proper legal reason to perform the duties and responsibilities required of him hereunder, (C) has materially breached any material provision for purposes of this Agreement or any material corporate policy maintained and established by Company that is of general applicability to Company’s executive employees, shall mean Employee (D) has willfully engaged in conduct that he knows or should know is materially injurious to Company or any of its affiliates, or (Ei) has been convicted of, or pleaded no contest to, a crime misdemeanor involving moral turpitude or any a felony, or (Fii) has engaged in gross negligence or willful misconduct which is materially injurious (monetarily or otherwise) to Company or any act of serious dishonesty its subsidiaries (including, without limitation, misuse of Company’s or a subsidiary’s funds or other property), (iii) has willfully refused without proper legal reason to perform Employee’s duties as set forth herein, provided such refusal continues 30 days after notice from Company to Employee of such refusal and opportunity to cure, which adversely affectsnotice refers to this Section 2.2(b)(iii), or reasonably could in the future adversely affect, the value, reliability, or performance of Executive in a material manner; provided, however, that Executive’s employment may be terminated for Cause only if such termination is approved by at least a majority of a quorum (as defined in Company’s By-laws) of the members of the Board of Directors after Executive has been given written notice by Company of the specific reason for such termination and an opportunity for Executive, together with his counsel, to be heard before the Board of Directors; or (iv) has materially breached, as has been determined by the Board, any material provision of this Agreement or any other written agreement between Company or any of its subsidiaries and Employee, or any material written corporate policy maintained and established by Company or any of its subsidiaries that is of general applicability to similarly situated employees and has been provided to Employee, provided such breach is not cured within 30 days after notice from Company to Employee of such breach and opportunity to cure, which notice refers to this Section 2.2(b)(iv). (c) at any time for any other reason whatsoeverwhatsoever or for no reason at all, in the sole discretion of Company. Notwithstanding the Board of Directors. Members of foregoing, Company shall not have the Board of Directors may participate in right to terminate Employee’s employment under this Agreement prior to November 30, 2005 for any hearing that is required pursuant to paragraph 2.2(iiireason other than those contemplated by Section 2.2(a) by means of conference telephone or similar communications equipment by means of which all persons participating in the hearing can hear and speak to each other(b).

Company’s Right to Terminate. Notwithstanding the provisions of paragraph Section 2.1, Executive’s employment by Company shall automatically terminate upon the death of Executive, and Company shall have the right to terminate Executive’s employment under this Agreement at any time for any of the following reasons: (a) Upon Executive’s becoming disabled within the meaning of Company’s long-term disability plan (“Disability”). (b) For “Cause,” which for purposes of this Agreement shall mean that the Board determines in good faith that Executive shall have: (i) upon Executive’s death; committed an intentional material act of fraud or embezzlement in connection with his duties or in the course of his employment with Company; (ii) upon Executive’s becoming incapacitated by accident, sickness, or other circumstances which, in the opinion committed intentional wrongful material damage to property of a physician selected by Company, renders him mentally or physically incapable of performing the duties and services required of him hereunder; ; (iii) for “Cause”, which shall mean Executive committed intentional wrongful disclosure of material secret processes or material confidential information of Company; (Aiv) has engaged in gross negligence or willful misconduct in the performance of the duties required of him hereunder, (B) has willfully refused without proper legal reason to perform the duties and responsibilities required of him hereunder, (C) has materially breached any material provision of this Agreement or any material corporate policy maintained and established by Company that is of general applicability to Company’s executive employees, (D) has willfully engaged in conduct that he knows or should know is materially injurious to Company or any of its affiliates, or (E) has been convicted of, or pleaded entered a guilty or no contest plea to, a any crime involving dishonesty or moral turpitude or any felony; (v) committed a material breach of Company’s xxxxxxx xxxxxxx, corporate ethics or compliance policies, or any other Board-adopted policies applicable to management conduct; or (Fvi) has engaged committed substantial, willful and repeated failures to perform duties which (A) are appropriate for Executive’s position as reasonably instructed by the Board in any act writing, and (B) have not been cured within 30 days of serious dishonesty which adversely affectsExecutive’s receipt of notice of such failures. For purposes of this Agreement, no act, or reasonably could failure to act, on the part of Executive will be deemed “intentional” unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that his action or omission was in the future adversely affect, the value, reliability, or performance best interest of Executive in a material manner; provided, however, that Executive’s employment may be terminated for Cause only if such termination is approved by at least a majority of a quorum (as defined in Company’s By-laws) of the members of the Board of Directors after Executive has been given written notice by Company of the specific reason for such termination and an opportunity for Executive, together with his counsel, to be heard before the Board of Directors; or. (ivc) At any time for any other reason whatsoeverwhatsoever or for no reason at all, in the sole discretion of the Board of Directors. Members of the Board of Directors may participate in any hearing that is required pursuant to paragraph 2.2(iii) by means of conference telephone or similar communications equipment by means of which all persons participating in the hearing can hear and speak to each otherCompany.

Company’s Right to Terminate. Notwithstanding the provisions of paragraph 2.1, Company shall have the right to terminate Executive’s employment under this Agreement at any time for any of the following reasons: (i) upon Executive’s death (for the avoidance of doubt, Executive’s employment shall automatically terminate upon his death); (ii) upon Executive’s disability, which shall mean Executive’s becoming incapacitated by accident, sickness, or other circumstances which, in the opinion of a physician selected by Company, which renders him mentally or physically incapable incapable, with or without reasonable accommodation, of performing the duties and services required of him hereunderhereunder for 90 or more days (whether or not consecutive) out of any consecutive 180-day period, as determined by a physician selected by the Company or its insurers and acceptable to Executive or Executive’s legal representative, with such agreement as to acceptability not to be unreasonably withheld or delayed and with any refusal by Executive to submit to a medical examination deemed to constitute conclusive evidence of disability; (iii) for “Cause”, ,” which shall mean Executive has (A) has engaged in gross negligence negligence, gross incompetence or willful misconduct in the performance of the duties required of him hereunder, ; (B) has willfully refused without proper legal reason to perform the duties and responsibilities required of him hereunder, ; (C) has failed in any material respect to carry out or comply with any lawful and reasonable directive of the Board; (D) unlawfully used (including being under the influence) or possessed illegal drugs on the Company (or any of its affiliate’s) premises or while performing his duties or responsibilities under this Agreement; (E) willfully engaged in conduct that is materially injurious to Company or its affiliates (monetarily or otherwise); (F) committed an act of fraud, embezzlement or willful breach of fiduciary duty to Company or an affiliate (including the unauthorized disclosure of confidential or proprietary material information of Company or an affiliate); (G) been convicted of (or pleaded guilty or no contest to) a crime involving fraud, dishonesty or moral turpitude or any felony; or (H) materially breached or violated any material provision of this Agreement or any material corporate Company written company policy maintained and established by Company that is of general applicability to Company’s executive employees, (D) has willfully engaged in conduct that he knows or should know is materially injurious to Company or any of its affiliates, or (E) has been convicted of, previously provided or pleaded no contest to, a crime involving moral turpitude or any felony, or (F) has engaged in any act of serious dishonesty which adversely affects, or reasonably could in the future adversely affect, the value, reliability, or performance of Executive in a material manner; provided, however, that made available to Executive’s employment may be terminated for Cause only if such termination is approved by at least a majority of a quorum (as defined in Company’s By-laws) of the members of the Board of Directors after Executive has been given written notice by Company of the specific reason for such termination and an opportunity for Executive, together with his counsel, to be heard before the Board of Directors; or (iv) at any time for any other reason, or for no reason whatsoever, in the sole discretion of the Board of Directors. Members of the Board of Directors may participate in any hearing that is required pursuant to paragraph 2.2(iii) by means of conference telephone or similar communications equipment by means of which all persons participating in the hearing can hear and speak to each otherBoard.

Company’s Right to Terminate. (a) Notwithstanding the provisions of paragraph 2.1Article 2.1 and 4.1, the Company shall have the right to terminate Executive’s employment under this Agreement at any time for any of the following reasons: (i) upon Executive’s death; (ii) upon Executive’s becoming incapacitated for a period of at least 180 days by accident, sickness, sickness or other circumstances which, in the opinion of a physician selected by Company, circumstance which renders him mentally or physically incapable of performing the essential functions of the duties and services required of him hereunder, with or without reasonable accommodation, on a full-time basis during such period; (iii) for “Cause”; (iv) without Cause, which shall include the termination of his employment due to the Company’s appointment of a successor Chief Executive Officer (other than Executive). (b) As used in this Agreement, the term “Cause” shall mean Executive any one or more of the following: (i) fraud, misappropriation, embezzlement, or sexual (or other forms of) harassment in connection with Executive’s duties for the Company or any affiliate; (ii) the Executive’s (A) has engaged in gross negligence or willful intentional misconduct in connection with the performance of the duties required of him hereunderCompany’ business, (B) has willfully refused without proper legal reason refusal to perform follow the duties and responsibilities required reasonable directions of him hereunder, the Company or (C) has materially breached any material provision breach of the terms of this Agreement Agreement, provided that the Company shall notify the Executive of the acts deemed to constitute such intentional misconduct, refusal or any material corporate policy maintained breach in writing and established by Company that is Executive shall be given a 30 day period from receipt of general applicability such notice in which to Company’s executive employeescure such misconduct, refusal or breach; (Diii) has willfully engaged in conduct that he knows a conviction or should know is materially injurious plea of guilty or nolo contendere to Company or any of its affiliates, or a felony (E) has been convicted of, or pleaded no contest to, a crime involving moral turpitude or any felony, or (F) has engaged in any act of serious dishonesty which adversely affects, or reasonably could in other than one arising from the future adversely affect, the value, reliability, or performance of Executive in a material manner; provided, however, that Executive’s employment may be terminated for Cause only if such termination is approved by at least a majority operation of a quorum (as defined in Company’s By-laws) of the members of the Board of Directors after Executive has been given written notice by Company of the specific reason for such termination and motor vehicle that does not involve an opportunity for Executive, together with his counsel, accident involving injury to be heard before the Board of Directorsa third party); or (iv) for any other reason whatsoever, engaging in an act of gross negligence in connection with the Company’s business (which term shall not include good faith business judgments made in the sole discretion normal course of the Board of Directors. Members of Executive’s duties); or (v) the Board of Directors may participate Executive’s failure to observe and comply with material Company’s policies, codes and/or Executive’s covenants contained in any hearing that is required pursuant to paragraph 2.2(iii) by means of conference telephone or similar communications equipment by means of which all persons participating in the hearing can hear this Agreement, including, but not limited to, Executive’s confidentiality, non-competition and speak to each othernon-solicitation obligations.

Company’s Right to Terminate. Notwithstanding the provisions of paragraph 2.1, Company shall have the right to terminate Executive’s 's employment under this Agreement at any time for any of the following reasons: (i) upon Executive’s 's death; (ii) upon Executive’s 's becoming incapacitated by accident, sickness, or other circumstances which, in the opinion of a physician selected by disabled so as to entitle him to benefits under Company, renders him mentally or physically incapable of performing the duties and services required of him hereunder's long-term disability plan; (iii) for “Cause”cause, which for purposes of this Agreement shall mean Executive (A) has engaged in gross negligence or willful misconduct in the performance of the duties required of him hereunder, (B) has been convicted of a felony or has been convicted without further right of appeal of a misdemeanor involving moral turpitude, (C) has willfully refused without proper legal reason to perform the duties and responsibilities required of him hereunder, (CD) has materially breached any material provision corporate policy or code of this Agreement conduct established by Company, or (E) Executive violates the Foreign Corrupt Practices Act or any material corporate policy maintained and established other applicable United States law as proscribed by Company that is of general applicability to Company’s executive employeesparagraph 4.1, or (DF) has willfully engaged in conduct that he knows or should know is materially injurious to Company or any of its subsidiaries or affiliates; (iv) for Executive's material breach of any material provision of this Agreement which, or (E) has been convicted ofif correctable, or pleaded no contest to, a crime involving moral turpitude or any felony, or (F) has engaged in any act of serious dishonesty which adversely affects, or reasonably could in the future adversely affect, the value, reliability, or performance of Executive in a material manner; provided, however, that Executive’s employment may be terminated remains uncorrected for Cause only if such termination is approved by at least a majority of a quorum (as defined in Company’s By-laws) of the members of the Board of Directors after Executive has been given 30 days following written notice to Executive by Company of the specific reason for such termination and an opportunity for Executive, together with his counsel, to be heard before the Board of Directorsbreach; or (ivv) for any other reason whatsoever, with or without cause, in the sole discretion of the Board of Directors. Members of the Board of Directors may participate in any hearing that is required pursuant to paragraph 2.2(iii) by means of conference telephone or similar communications equipment by means of which all persons participating in the hearing can hear and speak to each other.

Company’s Right to Terminate. Notwithstanding the provisions of paragraph 2.1paragraph, Company shall have the right to terminate Executive’s employment under this Agreement at any time for any of the following reasons: (i) upon Executive’s death; (ii) upon Executive’s disability, which shall mean Executive’s becoming incapacitated by accident, sickness, or other circumstances which, in the opinion of a physician selected by Company, which renders him mentally or physically incapable of performing the duties and services required of him hereunderhereunder for ninety (90) or more days (whether or not consecutive) out of any consecutive one hundred eighty (180)-day period, unless any of the days would constitute leave under the Family and Medical Leave Act; (iii) for “Cause”, ,” which shall mean Executive has (A) has engaged in gross negligence negligence, gross incompetence or willful misconduct in the performance of the duties required of him hereunder, ; (B) has willfully refused without proper legal reason to perform the reasonable and lawful duties and reasonable and lawful responsibilities required of him hereunderhereunder causing material injury to the Company or its affiliates (monetarily or otherwise), and failed to cure such breach (in the event that such breach is capable of being cured) within thirty (30) days following written receipt of notice from the Company setting forth in reasonable detail the nature of such breach; (C) has materially breached any material provision of this Agreement or any material corporate policy maintained and established by failed to cure such breach (in the event that such breach is capable of being cured) within thirty (30) days following receipt of notice from the Company that is setting forth in reasonable detail the nature of general applicability to Company’s executive employees, such breach; (D) has willfully engaged in conduct that he knows or should know is materially injurious to Company or any of its affiliates, affiliates (monetarily or otherwise); (E) has committed an act of fraud, embezzlement or willful breach of fiduciary duty to Company or an affiliate (including the unauthorized disclosure of confidential or proprietary material information of Company or an affiliate); or (F) been convicted of, of (or pleaded no contest to, ) a crime involving fraud, dishonesty or moral turpitude or any felony, or (F) has engaged in any act of serious dishonesty which adversely affects, or reasonably could in the future adversely affect, the value, reliability, or performance of Executive in a material manner; provided, however, that Executive’s employment may be terminated for Cause only if such termination is approved by at least a majority of a quorum (as defined in Company’s By-laws) of the members of the Board of Directors after Executive has been given written notice by Company of the specific reason for such termination and an opportunity for Executive, together with his counsel, to be heard before the Board of Directors; or (iv) at any time for any other reason, or for no reason whatsoever, in the sole discretion of the Board of Directors. Members of the Board of Directors may participate in any hearing that is required pursuant to paragraph 2.2(iii) by means of conference telephone or similar communications equipment by means of which all persons participating in the hearing can hear and speak to each otherBoard.

Company’s Right to Terminate. Notwithstanding the provisions of paragraph 2.1, the Company shall have the right to terminate ExecutiveKey Employee’s employment under this Agreement at any time for any of the following reasons: (i) upon ExecutiveKey Employee’s death;; or (ii) upon ExecutiveKey Employee’s becoming incapacitated by accident, sickness, or other circumstances which, in the opinion of a physician selected by the Company, renders him such Key Employee mentally or physically incapable of performing the duties and services required of him such Key Employee hereunder;; or (iii) for “Cause”, which shall mean Executive Key Employee (A) has engaged in gross negligence or willful misconduct in the performance of the duties required of him hereunder, (B) has willfully refused without proper legal reason failed to perform in any material respect the duties and responsibilities required of him such Key Employee hereunder in accordance with professional standards applicable to such Key Employee’s position, provided that Key Employee has been notified in writing of such failure and has been given a period of no less than 30 calendar days following such notice to cure such failure (provided, further, no additional cure periods are required where the failure becomes habitual), (B) has refused to perform the material duties and responsibilities required of such Key Employee hereunder, provided that Key Employee has been notified in writing of such refusal and has been given a period of no less than 30 calendar days following such notice to cure such refusal (provided, further, no additional cure periods are required where the refusal becomes habitual), (C) has materially willfully breached any material provision of this Agreement or any material corporate policy maintained and established by the Company that is of general applicability to the Company’s executive employees, (D) has willfully engaged in conduct that he such Key Employee knows or should know is materially injurious to the Company or any of its affiliates, or (E) has been convicted of, or pleaded no contest to, a crime involving moral turpitude or any felony, or (F) has engaged in any act of serious dishonesty which adversely affects, or reasonably could in the future adversely affect, the value, reliability, or performance of Executive Key Employee in a material manner; provided, however, that Executive’s employment may be terminated for Cause only if such termination is approved by at least a majority of a quorum (as defined in Company’s By-laws) of the members of the Board of Directors after Executive has been given written notice by Company of the specific reason for such termination and an opportunity for Executive, together with his counsel, to be heard before the Board of Directors; or (iv) at any time for any other reason whatsoever, in the sole discretion of the Board of Directors. Members of the Board of Directors may participate in any hearing that is required pursuant to paragraph 2.2(iii) by means of conference telephone or similar communications equipment by means of which all persons participating in the hearing can hear and speak to each otherCompany.