Due Cause. The employment of the Executive may be terminated by the Company at any time during the term of this Agreement for Due Cause (defined below). In the event of such termination, the Company shall pay to the Executive the base salary provided for in Section 3.1 accrued to the date of such termination and not previously paid to the Executive. The Company shall also pay to the Executive any bonus which shall be or become payable to the Executive under Section 3.2 with respect to any fiscal year of the Company ended prior to the date of such termination. For purposes hereof, "Due Cause" means (a) a material breach of any of the Executive's obligations hereunder (it being understood that any breach of the provisions of Sections 2, 7 or 8 hereof shall be considered material); (b) willful failure to carry out his duties hereunder, or gross misconduct; or (c) that the Executive has been charged with any felony or with any lesser crime or offense involving moral turpitude, or has been banned from participation in the Medicare/Medicaid program. Before terminating Executive for Due Cause, Company shall notify Executive of the grounds for such termination and, if such grounds are susceptible to cure, shall provide Executive Thirty (30) days during which to cure any such grounds. If Executive shall fail during such period to cure the grounds, Executive's termination shall be effective as of the date of the notice provided hereunder. Rights and benefits of the Executive or his transferee (a) with respect to the Options shall be determined in accordance with Section 3.3 and (b) under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such plans and programs. After the satisfaction of any claim of the Company against the Executive arising as a result of such Due Cause, neither the Executive nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8 and 9.
Due Cause. If, during the Employment Term, the Company has Due Cause (as hereinafter defined) to terminate the Employee’s employment, the Company will be entitled to terminate the Employee’s employment at any time by delivering written notice of such termination to the Employee, in which event (i) the Employee’s termination will be effective immediately on the delivery of that notice, (ii) the Company will pay to the Employee a lump sum amount, due on termination, equal to one (1) month of his then current Base Salary, and (iii) all the rights and benefits the Employee may have under all employee benefit, bonus and/or stock option plans and programs of and/or agreements with the Company, if any, will be determined in accordance with the terms and conditions thereof based on the Employee’s employment being terminated thereunder for all purposes as of the date his employment is terminated under this Agreement. “Due Cause” means: (i) the Employee has committed a willful serious act that constitutes personal dishonesty, such as fraud, embezzlement or theft, against the Company; (ii) the Employee has been convicted of a felony (or entered a plea of nolo contendre to a felony charge); (iii) the Employee has engaged in willful conduct that has caused demonstrable and serious injury, monetary or otherwise, to the Company; (iv) the Employee, in carrying out his duties hereunder, has been guilty of willful gross neglect or willful gross misconduct; (v) the Employee has refused to carry out his duties hereunder and, after receiving written notice to such effect from the Company, failed to cure the existing problem within thirty (30) days of receipt of such written notice; or (vi) the Employee has materially breached this Agreement and has not remedied that breach within thirty (30) days after receipt of written notice from the Company that the breach has occurred.
Due Cause. The term “Due Cause” means any of the following events:
Due Cause. The employment of the Executive hereunder may be terminated by the Company at any time for Due Cause. In the event of such termination, the Company shall pay to the Executive the Base Salary (at the annual rate then in effect) and Vacation accrued through the Termination Date and not theretofore paid to the Executive. Except as otherwise provided under this Agreement, the rights and benefits of the Executive or the Executive’s transferee under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such plans and programs.
Due Cause. The employment of Executive hereunder may be terminated by the Company at any time for Due Cause (as hereinafter defined). In the event of such termination, the Company shall pay to the Executive the Base Salary (at the annual rate then in effect) and vacation accrued through the Termination Date and not theretofore paid to the Executive. Rights and benefits of the Executive or his transferee under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such plans and programs. For purposes hereof, “Due Cause” shall be defined as (a) the Executive’s willful and continuing failure to discharge duties and responsibilities under this Agreement after having been given notice in writing and opportunity to cure, (b) any material act of dishonesty involving the Company, or (c) conviction of a felony.
Due Cause. The employment of the Employee hereunder may be terminated by the Company at any time during the Term of this Agreement for Due Cause (as hereinafter defined). In the event of such termination, the Company shall pay to the Employee the salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the date of such termination and not theretofore paid the Employee, and, after the satisfaction of any claim of the Company against the Employee arising as a direct and proximate result of such Due Cause, neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10. For purposes of this Agreement, the term "Due Cause" shall be defined as (i) the inability of the Employee, for any reason other than authorized vacation, to perform the Employee's duties under this Agreement for a period of twenty (20) consecutive business days; (ii) dishonesty; (iii) theft; (iv) conviction of a felony; (v) any breach of, or failure to perform under or in accordance with, this Agreement; (vi) the failure of the Employee, for any reason, within five (5) calendar days after receipt by the Employee of a written notice from the Company, to correct, cease, or otherwise alter any conduct or failure to act by the Employee which the Company, in its reasonable discretion, considers insubordination or which the Company considers material to its operation; and (vii) any other act, omission, or series or combination of same, which the law recognizes as constituting "cause" for termination of employment.
Due Cause. The Company may terminate the Employment Period immediately upon written notice to Executive for Due Cause. The following events will be deemed to constitute "DUE CAUSE":
(i) Executive's breach of any of Executive's obligations under the Confidentiality, Inventions and Non-Solicitation Agreement, this Employment Agreement, the Management Agreement, the Registration Rights Agreement or the Stockholders Agreement; or
(ii) Executive's neglect of, willful misconduct in connection with the performance of, or refusal to perform Executive's duties in accordance with SECTION 3 of this Employment Agreement, which, in the case of neglect or refusal to perform, has not been cured to the Company's good faith satisfaction within thirty (30) days after Executive has been provided written notice of the same and the corrective action required by the Company; or
(iii) Executive's engagement in any conduct which injures the integrity or reputation of the Company or which impugns Executive's own integrity or reputation so as to cause Executive to be unfit to act in the capacity of Chief Financial Officer of the Company; or
(iv) the Executive's commission of an act or acts constituting a felony, or any other act or acts involving dishonesty, disloyalty or fraud against the Company. If the Employment Period is terminated pursuant to this SECTION 11(b), the Company shall have no further obligation to Executive except for Base Salary and benefits accrued through the date of termination.
Due Cause. The employment of the Employee hereunder may be terminated by the Company at any time during the Term for Due Cause (as hereinafter defined). In the event of such termination, the Company shall pay to the Employee the salary provided for in Section 3.1 accrued to the date of such termination and not theretofore paid to the Employee and no bonus. Rights and benefits of the 6
Due Cause. The employment of the Executive hereunder may be --------- terminated by the Company at any time for Due Cause (as hereinafter defined). In the event of such termination, the Company shall pay to the Executive the base salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the date of such termination and not theretofore paid to the Executive. Rights and benefits of the Executive or his transferee under the benefit plans and programs of the Company, shall be determined in accordance with the provisions of such plans and programs. For purposes hereof, "Due Cause" shall be defined as (a) the Executive's willful and continuing failure to discharge his duties and responsibilities under this Agreement, after being given notice in writing and opportunity to cure, (b) any material act of dishonesty involving the Company, or (c) conviction of a felony.
Due Cause. The Company may terminate the Employment Period immediately upon written notice to Executive for a material breach of this Employment Agreement by Executive. The following events constitute the exclusive list of events that will be deemed a material breach of this Employment Agreement (each of which shall constitute "DUE CAUSE"):
(i) Executive's material breach of any of Executive's obligations under the Confidentiality, Inventions, Non-Competition and Non-Solicitation Agreement; this Employment Agreement; the Subscription Agreement; the Amended and Restated Unitholders Agreement of CHATT, dated as of June 28, 2004, as in effect from time to time (the "Unitholders Agreement"); or the Limited Liability Company Agreement of CHATT, dated as of June 28, 2004, by and among the parties thereto, as in effect from time to time (the "LLC Agreement"); or
(ii) Executive's continued and deliberate neglect of, willful misconduct in connection with the performance of, or refusal to perform Executive's duties in accordance with SECTION 3 of this Employment Agreement, which, in the case of neglect or failure to perform, has not been cured within thirty (30) days after Executive has been provided notice of the same; or
(iii) Executive's engagement in any conduct which injures the integrity, character, financial position or financial performance of the business or reputation of the Company or which impugns Executive's own integrity, character or reputation so as to cause Executive to be unfit to act in the capacity of Vice President, Marketing of the Company; or
(iv) the Board's good faith determination that Executive has committed an act or acts constituting a felony, or other act involving dishonesty, disloyalty or fraud against the Company. If the Employment Period is terminated pursuant to this SECTION 9(B), the Company shall have no further obligation to Executive except for salary and benefits accrued through the date of termination, and except as otherwise described in the Subscription Agreement.
