Common use of Definition of Termination for Cause and Resignation for Good Reason Clause in Contracts

Definition of Termination for Cause and Resignation for Good Reason. (a) Mx. Xxxxx’x termination of employment with the Company shall be deemed a “Termination for Cause” if such termination occurs upon: (i) Mx. Xxxxx’x willful and continued failure to substantially perform his duties with the Company (other than any failure resulting from incapacity due to physical or mental illness or any actual or anticipated failure following notice by Mx. Xxxxx of an intended Resignation for Good Reason) after a written demand for substantial performance is delivered to him by the Board, which demand specifically identifies the manner in which the Board believes Mx. Xxxxx has not substantially performed his duties, and the failure to cure such breach within sixty (60) days following written notice thereof from the Company; or (ii) the intentional and willful engaging in dishonest conduct in connection with his performance of services for the Company resulting in his conviction of or plea of guilty or nolo contendere to a felony, fraud, personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, willful violation of any law, rule or regulation (other than traffic violations or similar offenses), or final cease-and-desist order. No act, or failure to act, on Mx. Xxxxx’x part shall be deemed willful unless done, or omitted to be done, not in good faith and without reasonable belief that such action or omission was in the best interest of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Mx. Xxxxx in good faith and in the best interests of the Company. Notwithstanding the foregoing, no termination of Mx. Xxxxx’x employment shall be a Termination for Cause unless there shall have been delivered to Mx. Xxxxx a copy of a resolution duly adopted by the affirmative vote of a majority of the Board of Directors (or, following a Change in Control, an affirmative vote of three-quarters of the Board of Directors) at a meeting of the Board called and held for such purpose (after reasonable notice to Mx. Xxxxx and an opportunity for Mx. Xxxxx, together with his counsel, to be heard before the Board) finding that in good faith opinion of the Board circumstances described in section 12(a) (i) or (ii) exist and specifying the particulars thereof in detail. (b) Mx. Xxxxx’x termination of employment with the Company shall be deemed a Resignation for Good Reason if such termination occurs following any one or more of the following events: (i) (A) the assignment to Mx. Xxxxx of any duties inconsistent with Mx. Xxxxx’x status as Chairman of the Board and Chief Executive Officer of the Company or (B) a substantial adverse alteration in the nature or status of Mx. Xxxxx’x responsibilities from those in effect immediately prior to the alteration; (ii) a reduction by the Company in Mx. Xxxxx’x annual base salary as in effect on the date first above written or as the same may be increased from time to time, unless such reduction was mandated at the initiation of any regulatory authority having jurisdiction over the Company; (iii) the relocation of the Company’s principal executive offices to a location outside the New York metropolitan area or the Company’s requiring Mx. Xxxxx to be based anywhere other than the Company’s principal executive offices except for required travel on the Company’s business to an extent substantially consistent with Mx. Xxxxx’x business travel obligations at the date first above written; (iv) the failure by the Company, without Mx. Xxxxx’x consent, to pay to Mx. Xxxxx, within seven (7) days of the date when due, (A) any portion of his compensation, or (B) any portion of an installment of deferred compensation under any deferred compensation program of the Company; (v) the failure by the Company to continue in effect any compensation plan in which Mx. Xxxxx participates on or after January 1, 2003 which is material to his total compensation, including but not limited to the Retirement Plan and the Company’s Incentive Savings Plan or any substitute plans unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue his participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of his participation relative to other participants, unless such failure is the result of action mandated at the initiation of any regulatory authority having jurisdiction over the Company; (vi) the failure by the Company to continue to provide Mx. Xxxxx with benefits substantially similar to those enjoyed by Mx. Xxxxx as of January 1, 2003 under the Retirement Plan and the Company’s Incentive Savings Plan or under any of the Company’s life, health (including hospitalization, medical and major medical), dental, accident, and long-term disability insurance benefits, in which Mx. Xxxxx is participating, or the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Mx. Xxxxx of the number of paid vacation days to which he is entitled, on the basis of years of service with the Company, rank or otherwise, in accordance with the Company’s normal vacation policy, unless such failure is the result of action mandated at the initiation of any regulatory authority having jurisdiction over the Company; (vii) the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in section 15(a) of this Agreement; (viii) any purported termination of employment by the Company which is not effected pursuant the provisions of section 12(a) regarding Termination for Cause or on account of Disability; (ix) a material breach of this Agreement by the Company, which the Company fails to cure within thirty (30) days following written notice thereof from Mx. Xxxxx; (x) a change in the position to which Mx. Xxxxx reports.

Definition of Termination for Cause and Resignation for Good Reason. (a) Mx. Xxxxx’x Xxxxxx’x termination of employment with the Company shall be deemed a “Termination for Cause” if such termination occurs upon: (i) Mx. Xxxxx’x Xxxxxx’x willful and continued failure to substantially perform his duties with the Company (other than any failure resulting from incapacity due to physical or mental illness or any actual or anticipated failure following notice by Mx. Xxxxx Xxxxxx of an intended Resignation for Good Reason) after a written demand for substantial performance is delivered to him by the Board, which demand specifically identifies the manner in which the Board believes Mx. Xxxxx Xxxxxx has not substantially performed his duties, and the failure to cure such breach within sixty (60) days following written notice thereof from the Company; or (ii) the intentional and willful engaging in dishonest conduct in connection with his performance of services for the Company resulting in his conviction of or plea of guilty or nolo contendere to a felony, fraud, personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, willful violation of any law, rule or regulation (other than traffic violations or similar offenses), or final cease-and-desist order. No act, or failure to act, on Mx. Xxxxx’x Xxxxxx’x part shall be deemed willful unless done, or omitted to be done, not in good faith and without reasonable belief that such action or omission was in the best interest of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Mx. Xxxxx Xxxxxx in good faith and in the best interests of the Company. Notwithstanding the foregoing, no termination of Mx. Xxxxx’x Xxxxxx’x employment shall be a Termination for Cause unless there shall have been delivered to Mx. Xxxxx Xxxxxx a copy of a resolution duly adopted by the affirmative vote of a majority of the Board of Directors (or, following a Change in Control, an affirmative vote of three-quarters of the Board of Directors) at a meeting of the Board called and held for such purpose (after reasonable notice to Mx. Xxxxx Xxxxxx and an opportunity for Mx. XxxxxXxxxxx, together with his counsel, to be heard before the Board) finding that in good faith opinion of the Board circumstances described in section 12(a) (i) or (ii) exist and specifying the particulars thereof in detail. (b) Mx. Xxxxx’x Xxxxxx’x termination of employment with the Company shall be deemed a Resignation for Good Reason if such termination occurs following any one or more of the following events: (i) (A) the assignment to Mx. Xxxxx Xxxxxx of any duties inconsistent with Mx. Xxxxx’x Xxxxxx’x status as Chairman of the Board and Chief Executive Officer of the Company or (B) a substantial adverse alteration in the nature or status of Mx. Xxxxx’x Xxxxxx’x responsibilities from those in effect immediately prior to the alteration; (ii) a reduction by the Company in Mx. Xxxxx’x Xxxxxx’x annual base salary as in effect on the date first above written or as the same may be increased from time to time, unless such reduction was mandated at the initiation of any regulatory authority having jurisdiction over the Company; (iii) the relocation of the Company’s principal executive offices to a location outside the New York metropolitan area or the Company’s requiring Mx. Xxxxx Xxxxxx to be based anywhere other than the Company’s principal executive offices except for required travel on the Company’s business to an extent substantially consistent with Mx. Xxxxx’x Xxxxxx’x business travel obligations at the date first above written; (iv) the failure by the Company, without Mx. Xxxxx’x Xxxxxx’x consent, to pay to Mx. XxxxxXxxxxx, within seven (7) days of the date when due, (A) any portion of his compensation, or (B) any portion of an installment of deferred compensation under any deferred compensation program of the Company; (v) the failure by the Company to continue in effect any compensation plan in which Mx. Xxxxx Xxxxxx participates on or after January 1, 2003 which is material to his total compensation, including but not limited to the Retirement Plan and the Company’s Incentive Savings Plan or any substitute plans unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue his participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of his participation relative to other participants, unless such failure is the result of action mandated at the initiation of any regulatory authority having jurisdiction over the Company; (vi) the failure by the Company to continue to provide Mx. Xxxxx Xxxxxx with benefits substantially similar to those enjoyed by Mx. Xxxxx Xxxxxx as of January 1, 2003 under the Retirement Plan and the Company’s Incentive Savings Plan or under any of the Company’s life, health (including hospitalization, medical and major medical), dental, accident, and long-term disability insurance benefits, in which Mx. Xxxxx Xxxxxx is participating, or the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Mx. Xxxxx Xxxxxx of the number of paid vacation days to which he is entitled, on the basis of years of service with the Company, rank or otherwise, in accordance with the Company’s normal vacation policy, unless such failure is the result of action mandated at the initiation of any regulatory authority having jurisdiction over the Company; (vii) the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in section 15(a) of this Agreement; (viii) any purported termination of employment by the Company which is not effected pursuant the provisions of section 12(a) regarding Termination for Cause or on account of Disability; (ix) a material breach of this Agreement by the Company, which the Company fails to cure within thirty (30) days following written notice thereof from Mx. XxxxxXxxxxx; (x) a change in the position to which Mx. Xxxxx Xxxxxx reports.

Definition of Termination for Cause and Resignation for Good Reason. (a) Mx. Xxxxx’x Xxxxxxxxx’x termination of employment with the Company shall be deemed a “Termination for Cause” if such termination occurs upon: (i) Mx. Xxxxx’x Xxxxxxxxx’x willful and continued failure to substantially perform his duties with the Company (other than any failure resulting from incapacity due to physical or mental illness or any actual or anticipated failure following notice by Mx. Xxxxx Xxxxxxxxx of an intended Resignation for Good Reason) after a written demand for substantial performance is delivered to him by the Board, which demand specifically identifies the manner in which the Board believes Mx. Xxxxx Xxxxxxxxx has not substantially performed his duties, and the failure to cure such breach within sixty (60) days following written notice thereof from the Company; or (ii) the intentional and willful engaging in dishonest conduct in connection with his performance of services for the Company resulting in his conviction of or plea of guilty or nolo contendere to a felony, fraud, personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, willful violation of any law, rule or regulation (other than traffic violations or similar offenses), or final cease-and-desist order. No act, or failure to act, on Mx. Xxxxx’x Xxxxxxxxx’x part shall be deemed willful unless done, or omitted to be done, not in good faith and without reasonable belief that such action or omission was in the best interest of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Mx. Xxxxx Xxxxxxxxx in good faith and in the best interests of the Company. Notwithstanding the foregoing, no termination of Mx. Xxxxx’x Xxxxxxxxx’x employment shall be a Termination for Cause unless there shall have been delivered to Mx. Xxxxx Xxxxxxxxx a copy of a resolution duly adopted by the affirmative vote of a majority of the Board of Directors (or, following a Change in Control, an affirmative vote of three-quarters of the Board of Directors) at a meeting of the Board called and held for such purpose (after reasonable notice to Mx. Xxxxx Xxxxxxxxx and an opportunity for Mx. XxxxxXxxxxxxxx, together with his counsel, to be heard before the Board) finding that in good faith opinion of the Board circumstances described in section 12(a) (i) or (ii) exist and specifying the particulars thereof in detail. (b) Mx. Xxxxx’x Xxxxxxxxx’x termination of employment with the Company shall be deemed a Resignation for Good Reason if such termination occurs following any one or more of the following events: (i) (A) the assignment to Mx. Xxxxx Xxxxxxxxx of any duties inconsistent with Mx. Xxxxx’x Xxxxxxxxx’x status as Chairman of the Board and Chief Executive Officer of the Company or (B) a substantial adverse alteration in the nature or status of Mx. Xxxxx’x Xxxxxxxxx’x responsibilities from those in effect immediately prior to the alteration; (ii) a reduction by the Company in Mx. Xxxxx’x Xxxxxxxxx’x annual base salary as in effect on the date first above written or as the same may be increased from time to time, unless such reduction was mandated at the initiation of any regulatory authority having jurisdiction over the Company; (iii) the relocation of the Company’s principal executive offices to a location outside the New York metropolitan area or the Company’s requiring Mx. Xxxxx Xxxxxxxxx to be based anywhere other than the Company’s principal executive offices except for required travel on the Company’s business to an extent substantially consistent with Mx. Xxxxx’x Xxxxxxxxx’x business travel obligations at the date first above written; (iv) the failure by the Company, without Mx. Xxxxx’x Xxxxxxxxx’x consent, to pay to Mx. XxxxxXxxxxxxxx, within seven (7) days of the date when due, (A) any portion of his compensation, or (B) any portion of an installment of deferred compensation under any deferred compensation program of the Company; (v) the failure by the Company to continue in effect any compensation plan in which Mx. Xxxxx Xxxxxxxxx participates on or after January 1, 2003 which is material to his total compensation, including but not limited to the Retirement Plan and the Company’s Incentive Savings Plan or any substitute plans unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue his participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of his participation relative to other participants, unless such failure is the result of action mandated at the initiation of any regulatory authority having jurisdiction over the Company; (vi) the failure by the Company to continue to provide Mx. Xxxxx Xxxxxxxxx with benefits substantially similar to those enjoyed by Mx. Xxxxx Xxxxxxxxx as of January 1, 2003 under the Retirement Plan and the Company’s Incentive Savings Plan or under any of the Company’s life, health (including hospitalization, medical and major medical), dental, accident, and long-term disability insurance benefits, in which Mx. Xxxxx Xxxxxxxxx is participating, or the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Mx. Xxxxx Xxxxxxxxx of the number of paid vacation days to which he is entitled, on the basis of years of service with the Company, rank or otherwise, in accordance with the Company’s normal vacation policy, unless such failure is the result of action mandated at the initiation of any regulatory authority having jurisdiction over the Company; (vii) the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in section 15(a) of this Agreement; (viii) any purported termination of employment by the Company which is not effected pursuant the provisions of section 12(a) regarding Termination for Cause or on account of Disability; (ix) a material breach of this Agreement by the Company, which the Company fails to cure within thirty (30) days following written notice thereof from Mx. XxxxxXxxxxxxxx; (x) a change in the position to which requirement that Mx. Xxxxx reportsXxxxxxxxx report to any person or group other than the Board.

Definition of Termination for Cause and Resignation for Good Reason. (a) Mx. Xxxxx’x Xxxxxx’x termination of employment with the Company shall be deemed a “Termination for Cause” if such termination occurs upon: (i) Mx. Xxxxx’x Xxxxxx’x willful and continued failure to substantially perform his duties with the Company (other than any failure resulting from incapacity due to physical or mental illness or any actual or anticipated failure following notice by Mx. Xxxxx Xxxxxx of an intended Resignation for Good Reason) after a written demand for substantial performance is delivered to him by the Board, which demand specifically identifies the manner in which the Board believes Mx. Xxxxx Xxxxxx has not substantially performed his duties, and the failure to cure such breach within sixty (60) days following written notice thereof from the Company; or; (ii) the intentional and willful engaging in dishonest conduct in connection with his performance of services for the Company resulting in his conviction of or plea of guilty or nolo contendere to a felony, fraud, personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, willful violation of any law, rule or regulation (other than traffic violations or similar offenses), or final cease-and-desist order; or (iii) the willful and intentional breach of the material terms of the Agreement in any material respect. No act, or failure to act, on Mx. Xxxxx’x Xxxxxx’x part shall be deemed willful unless done, or omitted to be done, not in good faith and without reasonable belief that such action or omission was in the best interest of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Mx. Xxxxx Xxxxxx in good faith and in the best interests of the Company. Notwithstanding the foregoing, no termination of Mx. Xxxxx’x Xxxxxx’x employment shall be a Termination for Cause unless there shall have been delivered to Mx. Xxxxx Xxxxxx a copy of a resolution duly adopted by the affirmative vote of a majority of the Board of Directors (or, following a Change in Control, an affirmative vote of three-quarters of the Board of Directors) at a meeting of the Board called and held for such purpose (after reasonable notice to Mx. Xxxxx Xxxxxx and an opportunity for Mx. XxxxxXxxxxx, together with his counsel, to be heard before the Board) finding that in good faith opinion of the Board circumstances described in section 12(a) (i) or (ii) exist and specifying the particulars thereof in detail. (b) Mx. Xxxxx’x Xxxxxx’x termination of employment with the Company shall be deemed a Resignation for Good Reason if such termination occurs following any one or more of the following events: (i) (A) the assignment to Mx. Xxxxx Xxxxxx of any duties inconsistent with Mx. Xxxxx’x Xxxxxx’x status as Chairman of the Board President and Chief Executive Operating Officer of the Company or (B) a substantial adverse alteration in the nature or status of Mx. Xxxxx’x Xxxxxx’x responsibilities from those in effect immediately prior to the alteration; (ii) a reduction by the Company in Mx. Xxxxx’x Xxxxxx’x annual base salary as in effect on the date first above written or as the same may be increased from time to time, unless such reduction was mandated at the initiation of any regulatory authority having jurisdiction over the Company; (iii) the relocation of the Company’s principal executive offices to a location outside the New York metropolitan area or the Company’s requiring Mx. Xxxxx Xxxxxx to be based anywhere other than the Company’s principal executive offices except for required travel on the Company’s business to an extent substantially consistent with Mx. Xxxxx’x Xxxxxx’x business travel obligations at the date first above written; (iv) the failure by the Company, without Mx. Xxxxx’x Xxxxxx’x consent, to pay to Mx. XxxxxXxxxxx, within seven (7) days of the date when due, (A) any portion of his compensation, or (B) any portion of an installment of deferred compensation under any deferred compensation program of the Company, which failure is not inadvertent and immaterial and which is not promptly cured by the Company after notice of such failure is given to the Company by the Executive; (v) the failure by the Company to continue in effect any compensation plan in which Mx. Xxxxx Xxxxxx participates on or after January 1, 2003 which is material to his total compensation, including but not limited to the Retirement Plan and the Company’s Incentive Savings Plan or any substitute plans unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue his participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of his participation relative to other participants, unless such failure is the result of action (A) mandated at the initiation initiative of any regulatory authority having jurisdiction over the CompanyCompany or (B) generally applicable to all covered employees; (vi) the failure by the Company to continue to provide Mx. Xxxxx Xxxxxx with benefits substantially similar to those enjoyed by Mx. Xxxxx Xxxxxx as of January 1, 2003 under the Retirement Plan and the Company’s Incentive Savings Plan or under any of the Company’s life, health (including hospitalization, medical and major medical), dental, accident, and long-term disability insurance benefits, in which Mx. Xxxxx Xxxxxx is participating, or the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Mx. Xxxxx Xxxxxx of the number of paid vacation days to which he is entitled, on the basis of years of service with the Company, rank or otherwise, in accordance with the Company’s normal vacation policy, unless such failure is the result of action (A) mandated at the initiation initiative of any regulatory authority having jurisdiction over the CompanyCompany or (B) generally applicable to all covered employees; (vii) the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in section 15(a) of this Agreement; (viii) any purported termination of employment by the Company which is not effected pursuant the provisions of section 12(a) regarding Termination for Cause or on account of Disability; (ix) a material breach of this Agreement by the Company, which the Company fails to cure within thirty (30) days following written notice thereof from Mx. XxxxxXxxxxx; (x) a change in the position to which Mx. Xxxxx Xxxxxx reports.

Definition of Termination for Cause and Resignation for Good Reason. (a) Mx. Xxxxx’x Xxxxxxxxx’x termination of employment with the Company shall be deemed a “Termination for Cause” if such termination occurs upon: (i) Mx. Xxxxx’x Xxxxxxxxx’x willful and continued failure to substantially perform his duties with the Company (other than any failure resulting from incapacity due to physical or mental illness or any actual or anticipated failure following notice by Mx. Xxxxx Xxxxxxxxx of an intended Resignation for Good Reason) after a written demand for substantial performance is delivered to him by the Board, which demand specifically identifies the manner in which the Board believes Mx. Xxxxx Xxxxxxxxx has not substantially performed his duties, and the failure to cure such breach within sixty (60) days following written notice thereof from the Company; or; (ii) the intentional and willful engaging in dishonest conduct in connection with his performance of services for the Company resulting in his conviction of or plea of guilty or nolo contendere to a felony, fraud, personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, willful violation of any law, rule or regulation (other than traffic violations or similar offenses), or final cease-and-desist order; or (iii) the willful and intentional breach of the material terms of the Agreement in any material respect. No act, or failure to act, on Mx. Xxxxx’x Xxxxxxxxx’x part shall be deemed willful unless done, or omitted to be done, not in good faith and without reasonable belief that such action or omission was in the best interest of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Mx. Xxxxx Xxxxxxxxx in good faith and in the best interests of the Company. Notwithstanding the foregoing, no termination of Mx. Xxxxx’x Xxxxxxxxx’x employment shall be a Termination for Cause unless there shall have been delivered to Mx. Xxxxx Xxxxxxxxx a copy of a resolution duly adopted by the affirmative vote of a majority of the Board of Directors (or, following a Change in Control, an affirmative vote of three-quarters of the Board of Directors) at a meeting of the Board called and held for such purpose (after reasonable notice to Mx. Xxxxx Xxxxxxxxx and an opportunity for Mx. XxxxxXxxxxxxxx, together with his counsel, to be heard before the Board) finding that in good faith opinion of the Board circumstances described in section 12(a) (i) or (ii) exist and specifying the particulars thereof in detail. (b) Mx. Xxxxx’x Xxxxxxxxx’x termination of employment with the Company shall be deemed a Resignation for Good Reason if such termination occurs following any one or more of the following events: (i) (A) the assignment to Mx. Xxxxx Xxxxxxxxx of any duties inconsistent with Mx. Xxxxx’x Xxxxxxxxx’x status as Chairman of the Board and Chief Executive Officer of the Company or (B) a substantial adverse alteration in the nature or status of Mx. Xxxxx’x Xxxxxxxxx’x responsibilities from those in effect immediately prior to the alteration; (ii) a reduction by the Company in Mx. Xxxxx’x Xxxxxxxxx’x annual base salary as in effect on the date first above written or as the same may be increased from time to time, unless such reduction was mandated at the initiation of any regulatory authority having jurisdiction over the Company; (iii) the relocation of the Company’s principal executive offices to a location outside the New York metropolitan area or the Company’s requiring Mx. Xxxxx Xxxxxxxxx to be based anywhere other than the Company’s principal executive offices except for required travel on the Company’s business to an extent substantially consistent with Mx. Xxxxx’x Xxxxxxxxx’x business travel obligations at the date first above written; (iv) the failure by the Company, without Mx. Xxxxx’x Xxxxxxxxx’x consent, to pay to Mx. XxxxxXxxxxxxxx, within seven (7) days of the date when due, (A) any portion of his compensation, or (B) any portion of an installment of deferred compensation under any deferred compensation program of the Company, which failure is not inadvertent and immaterial and which is not promptly cured by the Company after notice of such failure is given to the Company by the Executive; (v) the failure by the Company to continue in effect any compensation plan in which Mx. Xxxxx Xxxxxxxxx participates on or after January 1, 2003 which is material to his total compensation, including but not limited to the Retirement Plan and the Company’s Incentive Savings Plan or any substitute plans unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue his participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of his participation relative to other participants, unless such failure is the result of action (A) mandated at the initiation initiative of any regulatory authority having jurisdiction over the CompanyCompany or (B) generally applicable to all covered employees; (vi) the failure by the Company to continue to provide Mx. Xxxxx Xxxxxxxxx with benefits substantially similar to those enjoyed by Mx. Xxxxx Xxxxxxxxx as of January 1, 2003 under the Retirement Plan and the Company’s Incentive Savings Plan or under any of the Company’s life, health (including hospitalization, medical and major medical), dental, accident, and long-term disability insurance benefits, in which Mx. Xxxxx Xxxxxxxxx is participating, or the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Mx. Xxxxx Xxxxxxxxx of the number of paid vacation days to which he is entitled, on the basis of years of service with the Company, rank or otherwise, in accordance with the Company’s normal vacation policy, unless such failure is the result of action (A) mandated at the initiation initiative of any regulatory authority having jurisdiction over the CompanyCompany or (B) generally applicable to all covered employees; (vii) the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in section 15(a) of this Agreement; (viii) any purported termination of employment by the Company which is not effected pursuant the provisions of section 12(a) regarding Termination for Cause or on account of Disability; (ix) a material breach of this Agreement by the Company, which the Company fails to cure within thirty (30) days following written notice thereof from Mx. XxxxxXxxxxxxxx; (x) a change in the position to which requirement that Mx. Xxxxx reportsXxxxxxxxx report to any person or group other than the Board.

Definition of Termination for Cause and Resignation for Good Reason. (a) Mx. Xxxxx’x termination of employment with the Company shall be deemed a “Termination for Cause” if such termination occurs upon: (i) Mx. Xxxxx’x willful and continued failure to substantially perform his duties with the Company (other than any failure resulting from incapacity due to physical or mental illness or any actual or anticipated failure following notice by Mx. Xxxxx of an intended Resignation for Good Reason) after a written demand for substantial performance is delivered to him by the Board, which demand specifically identifies the manner in which the Board believes Mx. Xxxxx has not substantially performed his duties, and the failure to cure such breach within sixty (60) days following written notice thereof from the Company; or; (ii) the intentional and willful engaging in dishonest conduct in connection with his performance of services for the Company resulting in his conviction of or plea of guilty or nolo contendere to a felony, fraud, personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, willful violation of any law, rule or regulation (other than traffic violations or similar offenses), or final cease-and-desist order; or (iii) the willful and intentional breach of the material terms of the Agreement in any material respect. No act, or failure to act, on Mx. Xxxxx’x part shall be deemed willful unless done, or omitted to be done, not in good faith and without reasonable belief that such action or omission was in the best interest of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Mx. Xxxxx in good faith and in the best interests of the Company. Notwithstanding the foregoing, no termination of Mx. Xxxxx’x employment shall be a Termination for Cause unless there shall have been delivered to Mx. Xxxxx a copy of a resolution duly adopted by the affirmative vote of a majority of the Board of Directors (or, following a Change in Control, an affirmative vote of three-quarters of the Board of Directors) at a meeting of the Board called and held for such purpose (after reasonable notice to Mx. Xxxxx and an opportunity for Mx. Xxxxx, together with his counsel, to be heard before the Board) finding that in good faith opinion of the Board circumstances described in section 12(a) (i) or (ii) exist and specifying the particulars thereof in detail. (b) Mx. Xxxxx’x termination of employment with the Company shall be deemed a Resignation for Good Reason if such termination occurs following any one or more of the following events: (i) (A) the assignment to Mx. Xxxxx of any duties inconsistent with Mx. Xxxxx’x status as Chairman of the Board First Executive Vice President and Chief Executive Financial Officer of the Company or (B) a substantial adverse alteration in the nature or status of Mx. Xxxxx’x responsibilities from those in effect immediately prior to the alteration; (ii) a reduction by the Company in Mx. Xxxxx’x annual base salary as in effect on the date first above written or as the same may be increased from time to time, unless such reduction was mandated at the initiation of any regulatory authority having jurisdiction over the Company; (iii) the relocation of the Company’s principal executive offices to a location outside the New York metropolitan area or the Company’s requiring Mx. Xxxxx to be based anywhere other than the Company’s principal executive offices except for required travel on the Company’s business to an extent substantially consistent with Mx. Xxxxx’x business travel obligations at the date first above written; (iv) the failure by the Company, without Mx. Xxxxx’x consent, to pay to Mx. Xxxxx, within seven (7) days of the date when due, (A) any portion of his compensation, or (B) any portion of an installment of deferred compensation under any deferred compensation program of the Company, which failure is not inadvertent and immaterial and which is not promptly cured by the Company after notice of such failure is given to the Company by the Executive; (v) the failure by the Company to continue in effect any compensation plan in which Mx. Xxxxx participates on or after January 1, 2003 which is material to his total compensation, including but not limited to the Retirement Plan and the Company’s Incentive Savings Plan or any substitute plans unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue his participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of his participation relative to other participants, unless such failure is the result of action (A) mandated at the initiation initiative of any regulatory authority having jurisdiction over the CompanyCompany or (B) generally applicable to all covered employees; (vi) the failure by the Company to continue to provide Mx. Xxxxx with benefits substantially similar to those enjoyed by Mx. Xxxxx as of January 1, 2003 under the Retirement Plan and the Company’s Incentive Savings Plan or under any of the Company’s life, health (including hospitalization, medical and major medical), dental, accident, and long-term disability insurance benefits, in which Mx. Xxxxx is participating, or the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Mx. Xxxxx of the number of paid vacation days to which he is entitled, on the basis of years of service with the Company, rank or otherwise, in accordance with the Company’s normal vacation policy, unless such failure is the result of action (A) mandated at the initiation initiative of any regulatory authority having jurisdiction over the CompanyCompany or (B) generally applicable to all covered employees; (vii) the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in section 15(a) of this Agreement; (viii) any purported termination of employment by the Company which is not effected pursuant the provisions of section 12(a) regarding Termination for Cause or on account of Disability; (ix) a material breach of this Agreement by the Company, which the Company fails to cure within thirty (30) days following written notice thereof from Mx. Xxxxx; (x) a change in the position to which Mx. Xxxxx reports.

Definition of Termination for Cause and Resignation for Good Reason. (a) MxXx. Xxxxx’x Xxxxxxxxx’x termination of employment with the Company shall be deemed a “Termination for Cause” if such termination occurs upon: (i) MxXx. Xxxxx’x Xxxxxxxxx’x willful and continued failure to substantially perform his duties with the Company (other than any failure resulting from incapacity due to physical or mental illness or any actual or anticipated failure following notice by MxXx. Xxxxx Xxxxxxxxx of an intended Resignation for Good Reason) after a written demand for substantial performance is delivered to him by the Board, which demand specifically identifies the manner in which the Board believes MxXx. Xxxxx Xxxxxxxxx has not substantially performed his duties, and the failure to cure such breach within sixty (60) days following written notice thereof from the Company; or (ii) the intentional and willful engaging in dishonest conduct in connection with his performance of services for the Company resulting in his conviction of or plea of guilty or nolo contendere to a felony, fraud, personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, willful violation of any law, rule or regulation (other than traffic violations or similar offenses), or final cease-and-desist order. No act, or failure to act, on MxXx. Xxxxx’x Xxxxxxxxx’x part shall be deemed willful unless done, or omitted to be done, not in good faith and without reasonable belief that such action or omission was in the best interest of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by MxXx. Xxxxx Xxxxxxxxx in good faith and in the best interests of the Company. Notwithstanding the foregoing, no termination of MxXx. Xxxxx’x Xxxxxxxxx’x employment shall be a Termination for Cause unless there shall have been delivered to MxXx. Xxxxx Xxxxxxxxx a copy of a resolution duly adopted by the affirmative vote of a majority of the Board of Directors (or, following a Change in Control, an affirmative vote of three-quarters of the Board of Directors) at a meeting of the Board called and held for such purpose (after reasonable notice to MxXx. Xxxxx Xxxxxxxxx and an opportunity for MxXx. XxxxxXxxxxxxxx, together with his counsel, to be heard before the Board) finding that in good faith opinion of the Board circumstances described in section 12(a) (i) or (ii) exist and specifying the particulars thereof in detail. (b) MxXx. Xxxxx’x Xxxxxxxxx’x termination of employment with the Company shall be deemed a Resignation for Good Reason if such termination occurs following any one or more of the following events: (i) (A) the assignment to MxXx. Xxxxx Xxxxxxxxx of any duties inconsistent with MxXx. Xxxxx’x Xxxxxxxxx’x status as Chairman of the Board and Chief Executive Officer of the Company or (B) a substantial adverse alteration in the nature or status of MxXx. Xxxxx’x Xxxxxxxxx’x responsibilities from those in effect immediately prior to the alteration; (ii) a reduction by the Company in MxXx. Xxxxx’x Xxxxxxxxx’x annual base salary as in effect on the date first above written or as the same may be increased from time to time, unless such reduction was mandated at the initiation of any regulatory authority having jurisdiction over the Company; (iii) the relocation of the Company’s principal executive offices to a location outside the New York metropolitan area or the Company’s requiring MxXx. Xxxxx Xxxxxxxxx to be based anywhere other than the Company’s principal executive offices except for required travel on the Company’s business to an extent substantially consistent with MxXx. Xxxxx’x Xxxxxxxxx’x business travel obligations at the date first above written; (iv) the failure by the Company, without MxXx. Xxxxx’x Xxxxxxxxx’x consent, to pay to MxXx. XxxxxXxxxxxxxx, within seven (7) days of the date when due, (A) any portion of his compensation, or (B) any portion of an installment of deferred compensation under any deferred compensation program of the Company; (v) the failure by the Company to continue in effect any compensation plan in which MxXx. Xxxxx Xxxxxxxxx participates on or after January 1, 2003 which is material to his total compensation, including but not limited to the Retirement Plan and the Company’s Incentive Savings Plan or any substitute plans unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue his participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of his participation relative to other participants, unless such failure is the result of action mandated at the initiation of any regulatory authority having jurisdiction over the Company; (vi) the failure by the Company to continue to provide MxXx. Xxxxx Xxxxxxxxx with benefits substantially similar to those enjoyed by MxXx. Xxxxx Xxxxxxxxx as of January 1, 2003 under the Retirement Plan and the Company’s Incentive Savings Plan or under any of the Company’s life, health (including hospitalization, medical and major medical), dental, accident, and long-term disability insurance benefits, in which MxXx. Xxxxx Xxxxxxxxx is participating, or the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive MxXx. Xxxxx Xxxxxxxxx of the number of paid vacation days to which he is entitled, on the basis of years of service with the Company, rank or otherwise, in accordance with the Company’s normal vacation policy, unless such failure is the result of action mandated at the initiation of any regulatory authority having jurisdiction over the Company; (vii) the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in section 15(a) of this Agreement; (viii) any purported termination of employment by the Company which is not effected pursuant the provisions of section 12(a) regarding Termination for Cause or on account of Disability; (ix) a material breach of this Agreement by the Company, which the Company fails to cure within thirty (30) days following written notice thereof from MxXx. XxxxxXxxxxxxxx; (x) a change in requirement that Xx. Xxxxxxxxx report to any person or group other than the position to which Mx. Xxxxx reportsBoard.

Definition of Termination for Cause and Resignation for Good Reason. (a) MxXx. Xxxxx’x Xxxxxx’x termination of employment with the Company shall be deemed a “Termination for Cause” if such termination occurs upon: (i) MxXx. Xxxxx’x Xxxxxx’x willful and continued failure to substantially perform his duties with the Company (other than any failure resulting from incapacity due to physical or mental illness or any actual or anticipated failure following notice by MxXx. Xxxxx Xxxxxx of an intended Resignation for Good Reason) after a written demand for substantial performance is delivered to him by the Board, which demand specifically identifies the manner in which the Board believes MxXx. Xxxxx Xxxxxx has not substantially performed his duties, and the failure to cure such breach within sixty (60) days following written notice thereof from the Company; or (ii) the intentional and willful engaging in dishonest conduct in connection with his performance of services for the Company resulting in his conviction of or plea of guilty or nolo contendere to a felony, fraud, personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, willful violation of any law, rule or regulation (other than traffic violations or similar offenses), or final cease-and-desist order. No act, or failure to act, on MxXx. Xxxxx’x Xxxxxx’x part shall be deemed willful unless done, or omitted to be done, not in good faith and without reasonable belief that such action or omission was in the best interest of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by MxXx. Xxxxx Xxxxxx in good faith and in the best interests of the Company. Notwithstanding the foregoing, no termination of MxXx. Xxxxx’x Xxxxxx’x employment shall be a Termination for Cause unless there shall have been delivered to MxXx. Xxxxx Xxxxxx a copy of a resolution duly adopted by the affirmative vote of a majority of the Board of Directors (or, following a Change in Control, an affirmative vote of three-quarters of the Board of Directors) at a meeting of the Board called and held for such purpose (after reasonable notice to MxXx. Xxxxx Xxxxxx and an opportunity for MxXx. XxxxxXxxxxx, together with his counsel, to be heard before the Board) finding that in good faith opinion of the Board circumstances described in section 12(a) (i) or (ii) exist and specifying the particulars thereof in detail. (b) MxXx. Xxxxx’x Xxxxxx’x termination of employment with the Company shall be deemed a Resignation for Good Reason if such termination occurs following any one or more of the following events: (i) (A) the assignment to MxXx. Xxxxx Xxxxxx of any duties inconsistent with MxXx. Xxxxx’x Xxxxxx’x status as Chairman of the Board and Chief Executive Officer of the Company or (B) a substantial adverse alteration in the nature or status of MxXx. Xxxxx’x Xxxxxx’x responsibilities from those in effect immediately prior to the alteration; (ii) a reduction by the Company in MxXx. Xxxxx’x Xxxxxx’x annual base salary as in effect on the date first above written or as the same may be increased from time to time, unless such reduction was mandated at the initiation of any regulatory authority having jurisdiction over the Company; (iii) the relocation of the Company’s principal executive offices to a location outside the New York metropolitan area or the Company’s requiring MxXx. Xxxxx Xxxxxx to be based anywhere other than the Company’s principal executive offices except for required travel on the Company’s business to an extent substantially consistent with MxXx. Xxxxx’x Xxxxxx’x business travel obligations at the date first above written; (iv) the failure by the Company, without MxXx. Xxxxx’x Xxxxxx’x consent, to pay to MxXx. XxxxxXxxxxx, within seven (7) days of the date when due, (A) any portion of his compensation, or (B) any portion of an installment of deferred compensation under any deferred compensation program of the Company; (v) the failure by the Company to continue in effect any compensation plan in which MxXx. Xxxxx Xxxxxx participates on or after January 1, 2003 which is material to his total compensation, including but not limited to the Retirement Plan and the Company’s Incentive Savings Plan or any substitute plans unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue his participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of his participation relative to other participants, unless such failure is the result of action mandated at the initiation of any regulatory authority having jurisdiction over the Company; (vi) the failure by the Company to continue to provide MxXx. Xxxxx Xxxxxx with benefits substantially similar to those enjoyed by MxXx. Xxxxx Xxxxxx as of January 1, 2003 under the Retirement Plan and the Company’s Incentive Savings Plan or under any of the Company’s life, health (including hospitalization, medical and major medical), dental, accident, and long-term disability insurance benefits, in which MxXx. Xxxxx Xxxxxx is participating, or the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive MxXx. Xxxxx Xxxxxx of the number of paid vacation days to which he is entitled, on the basis of years of service with the Company, rank or otherwise, in accordance with the Company’s normal vacation policy, unless such failure is the result of action mandated at the initiation of any regulatory authority having jurisdiction over the Company; (vii) the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in section 15(a) of this Agreement; (viii) any purported termination of employment by the Company which is not effected pursuant the provisions of section 12(a) regarding Termination for Cause or on account of Disability; (ix) a material breach of this Agreement by the Company, which the Company fails to cure within thirty (30) days following written notice thereof from MxXx. XxxxxXxxxxx; (x) a change in the position to which MxXx. Xxxxx Xxxxxx reports.

Definition of Termination for Cause and Resignation for Good Reason. (a) MxXx. Xxxxx’x termination of employment with the Company shall be deemed a “Termination for Cause” if such termination occurs upon: (i) MxXx. Xxxxx’x willful and continued failure to substantially perform his duties with the Company (other than any failure resulting from incapacity due to physical or mental illness or any actual or anticipated failure following notice by MxXx. Xxxxx of an intended Resignation for Good Reason) after a written demand for substantial performance is delivered to him by the Board, which demand specifically identifies the manner in which the Board believes MxXx. Xxxxx has not substantially performed his duties, and the failure to cure such breach within sixty (60) days following written notice thereof from the Company; or (ii) the intentional and willful engaging in dishonest conduct in connection with his performance of services for the Company resulting in his conviction of or plea of guilty or nolo contendere to a felony, fraud, personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, willful violation of any law, rule or regulation (other than traffic violations or similar offenses), or final cease-and-desist order. No act, or failure to act, on MxXx. Xxxxx’x part shall be deemed willful unless done, or omitted to be done, not in good faith and without reasonable belief that such action or omission was in the best interest of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by MxXx. Xxxxx in good faith and in the best interests of the Company. Notwithstanding the foregoing, no termination of MxXx. Xxxxx’x employment shall be a Termination for Cause unless there shall have been delivered to MxXx. Xxxxx a copy of a resolution duly adopted by the affirmative vote of a majority of the Board of Directors (or, following a Change in Control, an affirmative vote of three-quarters of the Board of Directors) at a meeting of the Board called and held for such purpose (after reasonable notice to MxXx. Xxxxx and an opportunity for MxXx. Xxxxx, together with his counsel, to be heard before the Board) finding that in good faith opinion of the Board circumstances described in section 12(a) (i) or (ii) exist and specifying the particulars thereof in detail. (b) MxXx. Xxxxx’x termination of employment with the Company shall be deemed a Resignation for Good Reason if such termination occurs following any one or more of the following events: (i) (A) the assignment to MxXx. Xxxxx of any duties inconsistent with MxXx. Xxxxx’x status as Chairman of the Board and Chief Executive Officer of the Company or (B) a substantial adverse alteration in the nature or status of MxXx. Xxxxx’x responsibilities from those in effect immediately prior to the alteration; (ii) a reduction by the Company in MxXx. Xxxxx’x annual base salary as in effect on the date first above written or as the same may be increased from time to time, unless such reduction was mandated at the initiation of any regulatory authority having jurisdiction over the Company; (iii) the relocation of the Company’s principal executive offices to a location outside the New York metropolitan area or the Company’s requiring MxXx. Xxxxx to be based anywhere other than the Company’s principal executive offices except for required travel on the Company’s business to an extent substantially consistent with MxXx. Xxxxx’x business travel obligations at the date first above written; (iv) the failure by the Company, without MxXx. Xxxxx’x consent, to pay to MxXx. Xxxxx, within seven (7) days of the date when due, (A) any portion of his compensation, or (B) any portion of an installment of deferred compensation under any deferred compensation program of the Company; (v) the failure by the Company to continue in effect any compensation plan in which MxXx. Xxxxx participates on or after January 1, 2003 which is material to his total compensation, including but not limited to the Retirement Plan and the Company’s Incentive Savings Plan or any substitute plans unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue his participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of his participation relative to other participants, unless such failure is the result of action mandated at the initiation of any regulatory authority having jurisdiction over the Company; (vi) the failure by the Company to continue to provide MxXx. Xxxxx with benefits substantially similar to those enjoyed by MxXx. Xxxxx as of January 1, 2003 under the Retirement Plan and the Company’s Incentive Savings Plan or under any of the Company’s life, health (including hospitalization, medical and major medical), dental, accident, and long-term disability insurance benefits, in which MxXx. Xxxxx is participating, or the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive MxXx. Xxxxx of the number of paid vacation days to which he is entitled, on the basis of years of service with the Company, rank or otherwise, in accordance with the Company’s normal vacation policy, unless such failure is the result of action mandated at the initiation of any regulatory authority having jurisdiction over the Company; (vii) the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in section 15(a) of this Agreement; (viii) any purported termination of employment by the Company which is not effected pursuant the provisions of section 12(a) regarding Termination for Cause or on account of Disability; (ix) a material breach of this Agreement by the Company, which the Company fails to cure within thirty (30) days following written notice thereof from MxXx. Xxxxx; (x) a change in the position to which MxXx. Xxxxx reports.