Common use of Due Cause Clause in Contracts

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.

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 PresidentVP Sales, Marketing National Accounts & Dynamic Design 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.

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 Garant 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.

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 COO 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.

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"“Due Cause”): (i) Executive's ’s material breach of any of Executive's ’s obligations under (a) the Confidentiality, Inventions, Non-Competition and Non-Solicitation Agreement; , (b) this Employment Agreement; , (c) any Subscription Agreement pursuant to which Executive is issued or acquires equity interests in CHATT, (d) to the Subscription Agreement; extent party thereto, the Amended and Restated Unitholders Agreement of CHATT, dated as of June 28, 2004, as in effect from time to time time, (e) to the "Unitholders Agreement"); or extent party thereto, 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 or (f) to the "LLC Agreement")extent party thereto, 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; or (ii) Executive's ’s continued and deliberate neglect of, willful misconduct in connection with the performance of, or refusal to perform Executive's ’s duties in accordance with SECTION 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 ’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 ’s own integrity, character or reputation so as to cause Executive to be unfit to act in the capacity of the Senior Vice President, Marketing President — Operations of the Company; or (iv) the Board's ’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(BSection 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 AgreementAccrued Benefits.

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"“Due Cause”): (i) Executive's ’s material breach of any of Executive's ’s obligations under (a) the Confidentiality, Inventions, Non-Competition and Non-Solicitation Agreement; , (b) this Employment Agreement; , (c) any Subscription Agreement pursuant to which Executive is issued or acquires equity interests in CHATT, (d) to the Subscription Agreement; extent party thereto, the Amended and Restated Unitholders Agreement of CHATT, dated as of June 28, 2004, as in effect from time to time time, (e) to the "Unitholders Agreement"); or extent party thereto, 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 or (f) to the "LLC Agreement")extent party thereto, 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; or (ii) Executive's ’s continued and deliberate neglect of, willful misconduct in connection with the performance of, or refusal to perform Executive's ’s duties in accordance with SECTION 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 ’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 ’s own integrity, character or reputation so as to cause Executive to be unfit to act in the capacity of the Senior Vice President, President of Sales and Marketing of the Company; or (iv) the Board's ’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(BSection 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 AgreementAccrued Benefits.