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 Employee (a) with respect to the Options or the Bonus Options shall be determined in accordance with Section 3.3(b) or the Executive Bonus Plan, as applicable 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 Employee incidental to 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 hereof, "Due Cause" shall mean (a) the Employee's gross negligence or willful misconduct in bad faith in the discharge of his duties and responsibilities to Norton, the Company and any of their respective parent, subsidiary or affiliate corporations (collectively, the "Norton Group"), as determined by the Board of Directors of the Company, (b) the Employee's material and repeated failure to obey appropriate directions from the Chairman, Vice Chairman or Board of Directors of the Company, (c) any willful or purposeful act or omission of the Employee taken or omitted in bad faith and intended to materially injure, and which had the effect of materially injuring, the business or business relationships of any member of the Norton Group or (d) the Employee's conviction or other adjudication of (1) a felony or (2) any crime or offense involving fraud; provided, however, that the Employee shall be given written notice by a majority of the Board of Directors of the Company that it intends to terminate the Employee's employment for Due Cause under this Section, which written notice shall specify the act or acts upon the basis of which the majority of the Board of Directors of the Company intends so to terminate the Employee's employment, and the Employee shall then be given the opportunity, within fifteen (15) days of his receipt of such notice, to have a meeting with the Board of Directors of the Company to discuss such act or acts.
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 Agreements; the Amended and Restated Unitholders Agreement of CHATT, dated as of June 28, 2004, as in effect from time to time (the "Unitholders Agreement"); 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 the Registration Rights Agreement of CHATT, dated as of June 28, 2004, by and among the parties thereto, as in effect from time to time (the "Registration Rights 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 rase 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 CFO 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 the Accrued Benefits.
Due Cause. The employment of the Executive 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 Executive the Base Salary accrued to the date of such termination and not theretofore paid to the Executive, and, after the satisfaction of any claim of the Company against the Executive arising as a direct and proximate 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 and 8. Rights and benefits of the Executive, his estate or other legal representative under the Executive benefit plans and programs of the Company, if any, will be determined in accordance with the terms and provisions of such plans and programs. For purposes hereof, "Due Cause" shall mean (i) the Executive's willful and continued failure substantially to perform his duties with the Company, (ii) fraud, misappropriation or intentional material damage to the property or business of the Company by the Executive of (iii) the Executive's conviction of, or plea of nolo contendere to, any felony that, in the judgment of the Board adversely affects the Company's reputation or the Executive's ability to carry out his obligations under this Agreement. In the event of an occurrence under this Section 6.3, the Executive shall be given written notice by the Company that it intends to terminate the Executive's employment for Due Cause under this Section, which written notice shall specify the act or acts upon the basis of which the Company intends so to terminate the Executive's employment. If the basis for such written notice is an act or acts described in clause (i) above the Executive shall be given ten (10) days to cease or correct the performance (or nonperformance) giving rise to such written notice and, upon failure of the Executive within such ten (10) days to cease or correct such performance (or nonperformance), the Executive's employment by the Company shall automatically be terminated hereunder for Due Cause.
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 Company may terminate Executive's employment, remove him as an officer of the Company and terminate this Agreement at any time for Due Cause. In the event of such termination for Due Cause, Executive shall continue to receive Base Salary provided for in this Agreement only through the date of such termination for Due Cause. Executive shall be entitled to no further benefits under this Agreement, except that any rights and benefits Executive may have under the employee benefit plans and programs of the Company, in which Executive is a participant, shall be determined in accordance with the terms and provisions of such plans and programs. Executive understands and agrees that in the event of the termination of employment, removal as an officer and termination of this Agreement pursuant to this Section 9.3: (a) All awards of restricted stock, stock options and any other benefits under the Long-Term Incentive Plans shall be handled in accordance with the terms of the relevant plan and agreements entered into between Executive and the Company with respect to such awards and (b) the Company shall have no further obligation to pay any bonus to Executive under the terms of the MIP or this Agreement, but that the obligations of Executive under Section 10 shall remain in full force and effect. The term "Due Cause" shall mean (i) the willful and continued failure of Executive to attempt to perform substantially his duties with the Company (other than any such failure resulting from Disability), after a demand for substantial performance is delivered to Executive, which specifically identifies the manner in which Executive has not attempted to substantially perform his duties and for those matters which are subject to cure, a ten (10) day notice to cure is provided, or (ii) the engaging by Executive in willful misconduct which is materially injurious to the Company, monetarily or otherwise. For purposes of this definition, 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 in bad faith and without reasonable belief that Executive's action or omission was in the best interests 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 advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company.
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 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 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
