Common use of Due Cause Clause in Contracts

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 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 defineddefined below). In the event of such termination, the Company shall pay to the Executive the Base Salary base salary provided for in Section 3.1 accrued to the date of such termination and not theretofore 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, after 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 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 7, 8 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 Cause9.

Due Cause. The employment of the Executive 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 Executive Employee the Base Salary base salary provided for in Section 3 (at the annual rate then in effect) 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 8Employee. Rights and benefits of the Executive, his estate or other legal representative Employee under the Executive benefit plans and programs of the Company, if any, will Company shall be determined in accordance with the terms and provisions of such plans and programs. For purposes hereof, "Due Cause" shall mean (i) willful, gross neglect or willful, gross misconduct in the ExecutiveEmployee's willful and continued failure substantially to perform discharge of his duties with the Companyand responsibilities under this Agreement, or (ii) fraud, misappropriation or intentional material damage to the property or business of the Company by the Executive Employee's commission of (iiix) the Executive's conviction ofa felony or (y) any crime or offense involving moral turpitude; provided, 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 6.3however, the Executive Employee shall be given written notice by a majority of the Board of Directors of the Company that it intends to terminate the ExecutiveEmployee's employment for Due Cause under this SectionCause, 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 ExecutiveEmployee'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. If the basis for of such written notice is other than an act or acts described in clause (i) above ii), the Executive Employee shall be given ten seven (107) days after such meeting within which to cease or correct the performance (or nonperformance) giving rise to such written notice and, upon failure of the Executive Employee within such ten seven (107) days to cease or correct such performance (or nonperformance), the ExecutiveEmployee's employment by the Company shall automatically be terminated hereunder for Due Cause.. 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. 6.4

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 defineddefined below). In the event of such termination, the Company shall pay to the Executive the Base Salary base salary provided for in Section 3.1 accrued to the date of such termination and not theretofore 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, after 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 due provisions of such plans and programs. 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 7, 8 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 Cause9.

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 within ten (10) business days after the date of such termination the Base Salary (at the annual rate then in effect) accrued to the date of such termination and not theretofore paid to the Executive, and, after the satisfaction of any claim of the . The Company against shall also pay to the Executive arising as a direct and proximate result of such Due Cause, neither any Bonus which is then or shall thereafter become payable to 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 programsSection 3. For purposes hereof, "Due Cause" shall mean (i) willful, gross neglect or willful, gross misconduct in the Executive's willful and continued failure substantially to perform discharge of his duties with the Companyand responsibilities under this Agreement, or (ii) fraud, misappropriation or intentional material damage to the property or business of the Company by the Executive of (iii) the Executive's conviction ofof a felony; provided, or plea of nolo contendere tohowever, 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, that the Executive shall be given written notice by a majority of the Board of Directors of the Company that it intends to terminate the Executive's employment for Due Cause under this SectionCause, which written notice shall specify the act or acts upon which the basis majority of which the Board of Directors of the Company intends so to terminate the Executive's employment, and the Executive 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. If the basis for of such written notice is other than an act or acts described in clause (i) above ii), the Executive shall be given ten seven (107) days after such meeting within which to cease or correct the performance (or nonperformance) giving rise to such written notice and, upon failure of the Executive within such ten seven (107) days to cease or correct such performance (or nonperformance), the Executive's employment by the Company shall automatically be deemed terminated hereunder for Due Cause.

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 defineddefined below). In the event of such termination, the Company shall pay to the Executive the Base Salary base salary provided for in Section 3.1 accrued to the date of such termination and not theretofore 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 and willful breach of any of the Executive's obligations hereunder; (b) willful failure to carry out his duties hereunder, or gross misconduct; or (c) that the Executive has been convicted of any felony or of 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 in writing of the grounds for such termination and, after 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 expiration of the 30-day cure period. 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 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 7, 8, 9 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 Cause15.

Due Cause. The employment of the Executive 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 Executive Employee the Base Salary salary provided for in Section 3 (at the annual rate then in effect) accrued to the date of such termination and not theretofore therefore paid to the ExecutiveEmployee, and, after the satisfaction of any claim of the Company against the Executive Employee arising as a direct and proximate result of such Due Cause, neither the Executive Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7 7, 8 and 89. Rights and benefits of the ExecutiveEmployee, his estate or other legal representative under the Executive employee 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" Cause shall mean (a) a breach of any of the Employee s obligations under Sections 7 or 8 hereof; or (b) that the Employee, in carrying out his duties hereunder, has been guilty of (i) the Executive's willful and continued failure substantially to perform his duties with the Company, or gross neglect or (ii) fraudwillful or gross misconduct, misappropriation or intentional material damage resulting in either case in harm to the property or business any member of the Company by Group (as hereinafter defined); or (c) a final and non-appealable adjudication in a criminal proceeding that the Executive Employee has been convicted 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 Agreementa felony. In the event of an occurrence under this Section 6.3, the Executive Employee shall be given written notice by the Company that it intends to terminate the Executive's Employee 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 Employee 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 Nothing herein shall prevent Advance from terminating the Employee’s employment of the Executive hereunder may be terminated by the Company at any time during the term of this Agreement for “Due Cause Cause” (as hereinafter defined). In The Employee shall continue to receive the event of such termination, Employee’s base salary only through the Company shall pay to the Executive the Base Salary accrued to period ending with 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 termination. Any 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 Employee may have under the Executive Advance’s employee benefit plans and programs of the Company, if any, will shall 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, Except as provided in the judgment two immediately preceding sentences, after termination 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 the Employee shall not be entitled to any compensation or benefits from Advance or hereunder. For purposes of this SectionAgreement, which written notice “Due Cause” 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 mean: (i) above a material breach by 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 Employee of the Executive within Employee’s duties and obligations under this Agreement or violation in any material respect of any code or standard of conduct generally applicable to the officers of Advance, including, but not limited to, Advance’s Code of Ethics and Business Conduct, (1) which is willful and deliberate on the Employee’s part, (2) which is not due to the disability of the Employee, (3) which is committed in bad faith or without reasonable belief that such ten breach is in the best interests of Advance, and (104) days to cease or correct such performance (or nonperformance)which, the Executive's employment if curable, has not been cured by the Company shall automatically be terminated hereunder for Due CauseEmployee within 15 business days after Employee’s receipt of notice to the Employee specifying the nature of such breach or violations; (ii) a material violation by the Employee of the Employee’s Loyalty Obligations as provided in Section 10 of this Agreement; (iii) conviction of a crime of moral turpitude or a felony of any type or a misdemeanor involving theft, fraud, breach of trust, or misappropriation; (iv) willfully engaging by the Employee in conduct that is demonstrably and materially injurious to Advance, monetarily or otherwise; or (v) a determination by Advance that Employee is in material violation of Advance’s Substance Abuse Policy. 10.

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 defineddefined below). In the event of such termination, the Company shall pay to the Executive the Base Salary base salary provided for in Section 3.1 accrued to the date of such termination and not theretofore 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, after 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. 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 7, 8, 9 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 Cause15.

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 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, 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, Executive or his estate or other legal representative transferee under the Executive benefit plans and programs of the Company, if any, will Company shall be determined in accordance with the terms and provisions of such plans and programs. For purposes hereof, "Due Cause" shall mean (i) willful, gross neglect or willful, gross misconduct in the Executive's willful and continued failure substantially to perform discharge of his duties with the Companyand responsibilities under this Agreement, or (ii) fraud, misappropriation or intentional material damage to the property or business of the Company by the Executive of (iii) the Executive's conviction ofof a felony; provided, or plea of nolo contendere tohowever, 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, that the Executive shall be given written notice by the Chief Executive Officer of the Company that it intends to terminate the Executive's employment for Due Cause under this SectionCause, which written notice shall specify the act or acts upon which the basis Chief Executive Officer of which the Company intends so to terminate the Executive's employment, and the Executive shall then be given the opportunity, within fifteen (15) days of his receipt of such notice, to have a meeting with the Chief Executive Officer of the Company to discuss such act or acts. If the basis for of such written notice is other than an act or acts described in clause (i) above ii), the Executive shall be given ten sixty (1060) days after such meeting within which to cease or correct the performance (or nonperformance) giving rise to such written notice and, upon failure of the Executive within such ten sixty (1060) days to cease or correct such performance (or nonperformance), the Executive's employment by the Company shall automatically be terminated hereunder for 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, 9 and 15.

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 defineddefined below). In the event of such termination, the Company shall pay to the Executive the Base Salary base salary provided for in Section 3.1 accrued to the date of such termination and not theretofore 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 her 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, after 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 her 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 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 7, 8 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 Cause9.