Common use of Due Cause Clause in Contracts

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. Said termination shall be evidenced by written notice thereof to the Employee, which notice shall specify the cause for the termination. 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 his duties under this Agreement for a thirty (30) consecutive calendar day period; (ii) dishonesty; (iii) theft; (iv) indictment on a felony; (v) any material breach of 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 sole discretion, considers insubordination or which the Company considers material to its operation; (vii) the failure of the Employee, within thirty (30) calendar days after receipt by the Employee of a written notice from the Employer, to materially improve performance which the Employer, in its reasonable discretion, considers unsatisfactory; and (viii) any other act, omission, or series or combination of same which the law recognizes as constituting "cause" for termination of employment. Promptly after 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. 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.

Due Cause. The employment of If, during the Employee hereunder may be --------- terminated by 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 during the term of this Agreement for Due Cause. Said termination shall be evidenced by delivering written notice thereof of such termination to the Employee, in which notice shall specify the cause for the termination. For purposes of this Agreement, the term "Due Cause" shall be defined as event (i) the inability 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 Employee, for any reason other than authorized vacation, to perform date his duties employment is terminated under this Agreement for Agreement. “Due Cause” means: (i) the Employee has committed a thirty (30) consecutive calendar day periodwillful serious act that constitutes personal dishonesty, such as fraud, embezzlement or theft, against the Company; (ii) dishonestythe Employee has been convicted of a felony (or entered a plea of nolo contendre to a felony charge); (iii) theftthe Employee has engaged in willful conduct that has caused demonstrable and serious injury, monetary or otherwise, to the Company; (iv) indictment on a felonythe Employee, in carrying out his duties hereunder, has been guilty of willful gross neglect or willful gross misconduct; (v) any material breach of this Agreement; (vi) the failure of the Employee, for any reason, within five (5) calendar days after receipt by the Employee of a has refused to carry out his duties hereunder and, after receiving written notice to such effect from the Company, failed to correct, cease, or otherwise alter any conduct or failure to act by cure the Employee which the Company, in its sole discretion, considers insubordination or which the Company considers material to its operation; (vii) the failure of the Employee, existing problem within thirty (30) calendar 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 by the Employee of a written notice from the Employer, to materially improve performance which Company that the Employer, in its reasonable discretion, considers unsatisfactory; and (viii) any other act, omission, or series or combination of same which the law recognizes as constituting "cause" for termination of employment. Promptly after 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. 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 10breach has occurred.

Due Cause. The employment of the Employee hereunder may be --------- terminated by the Company Employer at any time during the term of this Agreement Term for Due Cause, (defined below). Said termination shall be evidenced by written notice thereof to In the Employee, which notice shall specify the cause for the termination. For purposes event 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 his duties under this Agreement for a thirty (30) consecutive calendar day period; (ii) dishonesty; (iii) theft; (iv) indictment on a felony; (v) any material breach of 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 sole discretion, considers insubordination or which the Company considers material to its operation; (vii) the failure of the Employee, within thirty (30) calendar days after receipt by the Employee of a written notice from the Employer, to materially improve performance which the Employer, in its reasonable discretion, considers unsatisfactory; and (viii) any other act, omission, or series or combination of same which the law recognizes as constituting "cause" for termination of employment. Promptly after such termination, the Company Employer shall pay to the Employee the salary Base Salary and incentive compensation provided for in Section 3.1 (at the annual rate then in effect) 3 and Exhibit A which accrued prior to the date Termination Date and was not previously paid. The Base Salary portion shall be paid in accordance with the Employer's established payroll payment procedures. The incentive compensation portion shall be prorated to the Termination Date and paid within 30 days after the Employers auditors have finished their audit for the fiscal year in which the termination occurred, but not later than the 15th day of the third month following the end of such termination and not theretofore paidfiscal year. Neither the Employee nor the Company Employer shall have any further rights or obligations under this Agreement, except as provided in Sections 6, 7, 8, 9, 10, 11 and 12. For purposes hereof, "Due Cause" means (a) a material breach of any of the Employee's obligations hereunder (it being understood that any breach of the provisions 2, 7, 8, 9, 10, 11 and 12 shall be considered material); (b) willful failure or inability to carry out his duties hereunder or to comply with the reasonable instructions, orders and directions of the President and/or the Chief Executive Officer of the Parent Company; (c) that the Employee has been convicted of, plead guilty to or admitted taking part in .any felony or with any lesser crime or offense involving moral turpitude; (d) a good faith determination by the Employer or the Parent Company that the Employee is guilty of fraud, embezzlement, dishonest or other willful or malicious acts of misconduct related to the Employee's employment; or (e) a good faith determination by the Employer or the Parent Company that the Employee is in violation of the Employer's alcohol and/or drug policy. In addition, the Employees employment shall be deemed to have terminated for Due Cause if, after the Termination Date, facts and circumstances are discovered that would have justified a termination for Due Cause.

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 CauseCause (as hereinafter defined). Said termination shall be evidenced by written notice thereof to In the Employee, which notice shall specify the cause for the termination. For purposes event 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 his duties under this Agreement for a thirty (30) consecutive calendar day period; (ii) dishonesty; (iii) theft; (iv) indictment on a felony; (v) any material breach of 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 sole discretion, considers insubordination or which the Company considers material to its operation; (vii) the failure of the Employee, within thirty (30) calendar days after receipt by the Employee of a written notice from the Employer, to materially improve performance which the Employer, in its reasonable discretion, considers unsatisfactory; and (viii) any other act, omission, or series or combination of same which the law recognizes as constituting "cause" for termination of employment. Promptly after such termination, the Company shall pay to the Employee (x) 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 to the Employee, (y) the Bonus, if it has been determined and earned in accordance with Section 3.2 but not yet paid. Neither , and (z) any expense reimbursement due to the Employee pursuant to Section 4 but not yet paid, 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, 88 and 9. Rights and benefits of the Employee, 9his estate or other legal representative under the employee benefit plans and programs of the Company, if any, will be determined in accordance with the terms and 10.provisions of such plans and programs. For purposes hereof, "Due Cause" shall mean (a) a material breach of any of the Employee's obligations hereunder (it being understood that any breach of the provisions of Sections 7 or 8 hereof shall be considered material); or (b) that the Employee, in carrying out his duties hereunder, has been guilty of (i) willful or gross neglect or (ii) willful or gross misconduct, resulting in either case in material harm to any member of the Company Group (as hereinafter defined); or (c) that the Employee has been convicted of the commission of or entered a plea of nolo contendere with respect to (i) a felony or (ii) any crime or offense involving moral turpitude (provided that the Company may, in its sole discretion, suspend the Employee during the period from the date of charge or indictment until the date of conviction or other conclusion of criminal proceedings and provided further that if the Employee is not convicted or does not enter a plea of nolo contendere he will be entitled to full back pay). In the event of an occurrence under this Section 6.3, the Employee shall be given written notice by 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

Due Cause. The employment of the Employee Executive hereunder may be --------- terminated by the Company at any time during the term of this Agreement Term for Due CauseCause (as hereinafter defined). Said termination shall be evidenced by written notice thereof to In the Employee, which notice shall specify the cause for the termination. For purposes event 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 his duties under this Agreement for a thirty (30) consecutive calendar day period; (ii) dishonesty; (iii) theft; (iv) indictment on a felony; (v) any material breach of 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 sole discretion, considers insubordination or which the Company considers material to its operation; (vii) the failure of the Employee, within thirty (30) calendar days after receipt by the Employee of a written notice from the Employer, to materially improve performance which the Employer, in its reasonable discretion, considers unsatisfactory; and (viii) any other act, omission, or series or combination of same which the law recognizes as constituting "cause" for termination of employment. Promptly after such termination, the Company shall pay to the Employee the Executive his 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. Neither paid to the Employee 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, 88 and 9. Rights and benefits of the Executive under the benefit plans and programs of the Company will be determined in accordance with the terms and provisions of such plans and programs. For purposes hereof, 9"Due Cause" shall mean (i) a material breach of any of the Executive's obligations under this Agreement, (ii) that the Executive, in carrying out his duties hereunder, has been guilty of (A) willful or gross neglect or (B) willful or gross misconduct, resulting in either case in material harm to the Company or Apogee, (iii) that the Executive has been convicted of (A) a felony or (B) any offense involving moral turpitude, or (iv) in the event that the Company provides to the Executive the Appointment Notice, the failure by the Executive to relocate his personal residence to the vicinity of King of Prussia, Pennsylvania by the Relocation Date or such later date as the Company, in its discretion, may designate, if the Executive requests in writing at least thirty (30) days prior to the Relocation Date that the Company grant an extension of the Relocation Date. In the event of an occurrence of an event constituting Due Cause under this Section 10.3, 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 10.3, which written notice shall specify in detail 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 and 10not involving moral turpitude, the Executive shall be given fourteen (14) days to cease or correct the performance (or nonperformance) giving rise to such written notice and, upon failure of the Executive within such fourteen (14) 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 Employee hereunder may be --------- terminated by the Company at any time --------- during the term of this Agreement for Due CauseCause (as hereinafter defined). Said termination shall be evidenced by written notice thereof to In the Employee, which notice shall specify the cause for the termination. For purposes event 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 his duties under this Agreement for a thirty (30) consecutive calendar day period; (ii) dishonesty; (iii) theft; (iv) indictment on a felony; (v) any material breach of 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 sole discretion, considers insubordination or which the Company considers material to its operation; (vii) the failure of the Employee, within thirty (30) calendar days after receipt by the Employee of a written notice from the Employer, to materially improve performance which the Employer, in its reasonable discretion, considers unsatisfactory; and (viii) any other act, omission, or series or combination of same which the law recognizes as constituting "cause" for termination of employment. Promptly after 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. Neither paid to 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, if any, neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9, 9 and 10. For purposes hereof, "Due Cause shall mean (a) a material breach of any of the Employee's obligations hereunder (it being understood that any breach of the provisions of Sections 2, 7, 8 or 9 hereof shall be considered material); (b) the habitual abuse of alcohol or unprescribed drugs by the Employee to an extent that such use interferes with the performance by the Employee of her responsibilities hereunder; or (c) that the Employee, in carrying out her duties hereunder, has been guilty of gross mismanagement resulting in material harm to the Employer or to any member of the Company Group (as hereinafter defined); or (d) that the Employee has been convicted of, or entered a plea of nolo contendere to, (i) a felony or (ii) any ---- ---------- lesser crime or offense involving moral turpitude. In the event of an occurrence under this Section 6.3, the Employee shall be given 21 days' written notice by 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 Company intends so to terminate the Employee's employment.

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 CauseCause (as hereinafter defined). Said termination shall be evidenced by written notice thereof to In the Employee, which notice shall specify the cause for the termination. For purposes event 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 his duties under this Agreement for a thirty (30) consecutive calendar day period; (ii) dishonesty; (iii) theft; (iv) indictment on a felony; (v) any material breach of 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 sole discretion, considers insubordination or which the Company considers material to its operation; (vii) the failure of the Employee, within thirty (30) calendar days after receipt by the Employee of a written notice from the Employer, to materially improve performance which the Employer, in its reasonable discretion, considers unsatisfactory; and (viii) any other act, omission, or series or combination of same which the law recognizes as constituting "cause" for termination of employment. Promptly after 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. Neither paid to 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, 9 and 10. For purposes hereof, "Due Cause shall mean (a) a material breach of any of the Employee's obligations hereunder (it being understood that any breach of the provisions of Sections 2, 7, 8 or 9 hereof shall be considered material); (b) the habitual abuse of alcohol or unprescribed drugs by the Employee to an extent that such use interferes with the performance by the Employee of his responsibilities hereunder; or (c) that the Employee, in carrying out his duties hereunder, has been guilty of gross mismanagement resulting in material harm to any member of the Company Group (as hereinafter defined); or (d) that the Employee has been convicted of, or entered a plea of nolo contendere to, (i) a felony or (ii) any ---- ---------- lesser crime or offense involving moral turpitude. In the event of an occurrence under this Section 6.3, the Employee shall be given written notice by 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 Company intends so to terminate the Employee's employment. If the basis for such written notice is an act or acts described in clause (a) or (b) above (and not involving moral turpitude), the Employee shall be given twenty (20) days with respect to an act or acts described in clause (a) and sixty (60) days with respect to an act or acts described in clause (b) to cease or correct the performance (or nonperformance) giving rise to such written notice and, upon failure of the Employee within such twenty (20) days or sixty (60) days, as applicable, to cease or correct such performance (or nonperformance), the Employee s employment by the Company shall automatically be terminated hereunder for Due Cause.

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 CauseCause (as hereinafter defined). Said termination shall be evidenced by written notice thereof to In the Employee, which notice shall specify the cause for the termination. For purposes event 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 his duties under this Agreement for a thirty (30) consecutive calendar day period; (ii) dishonesty; (iii) theft; (iv) indictment on a felony; (v) any material breach of 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 sole discretion, considers insubordination or which the Company considers material to its operation; (vii) the failure of the Employee, within thirty (30) calendar days after receipt by the Employee of a written notice from the Employer, to materially improve performance which the Employer, in its reasonable discretion, considers unsatisfactory; and (viii) any other act, omission, or series or combination of same which the law recognizes as constituting "cause" for termination of employment. Promptly after such termination, the Company shall pay to the Employee the base salary provided for in Section 3.1 3 (at the annual biweekly rate then in effect) accrued to the date of such termination and not theretofore paidpaid to the Employee. Neither Rights and benefits of the Employee 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 include (a) if prior to a Change in Control (as hereinafter defined), (i) the Employee's failure to discharge his duties and responsibilities under this Agreement, as determined by a majority of the Board of Directors of the Company, whose good faith determination with respect thereto shall be conclusive and binding upon the Employee, or (ii) the Employee's commission of (x) a felony or (y) any crime or offense involving moral turpitude, or (b) if subsequent to a Change in Control, (i) willful, gross neglect or willful, gross misconduct in the Employee's discharge of his duties and responsibilties under this Agreement, or (ii) the Employee's commission of (x) a felony or (y) any crime or offense involving moral turpitude; provided, however, with respect to subsection (b) 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 subsection (b), 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. If the basis of such written notice is other than an act or acts described in subsection (b)(ii), the Employee shall be given seven (7) 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 Employee within such seven (7) days to cease or correct such performance (or nonperformance), the Employee'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, 9 and 10.

Due Cause. The employment of the Employee Executive hereunder may be --------- terminated by the Company at any time during the term of this Agreement for Due CauseCause (as hereinafter defined). Said termination shall be evidenced by written notice thereof to In the Employee, which notice shall specify the cause for the termination. For purposes event 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 his duties under this Agreement for a thirty (30) consecutive calendar day period; (ii) dishonesty; (iii) theft; (iv) indictment on a felony; (v) any material breach of 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 sole discretion, considers insubordination or which the Company considers material to its operation; (vii) the failure of the Employee, within thirty (30) calendar days after receipt by the Employee of a written notice from the Employer, to materially improve performance which the Employer, in its reasonable discretion, considers unsatisfactory; and (viii) any other act, omission, or series or combination of same which the law recognizes as constituting "cause" for termination of employment. Promptly after such termination, the Company shall pay to the Employee Executive the salary portion of the Aggregate Salary provided for in Section 3.1 (at the annual rate then in effect) 3 accrued to the date of such termination and not theretofore paidpaid to the Executive. Neither Rights and benefits of the Employee Executive 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 mean (i) willful, gross neglect or willful, gross misconduct in the Executive's discharge of his duties and responsibilities under this Agreement, or (ii) the Executive's commission of (x) a felony or (y) any crime or offense involving moral turpitude; provided, however, 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, 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 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 of such written notice is other than an act or acts described in clause (ii), the Executive shall be given seven (7) 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 seven (7) days to cease or correct such performance (or nonperformance), the Executive's employment by the Company shall automatically be terminated hereunder for Due Cause. After the satisfaction of any claim of the Company against the Executive incidental to such Due Cause, neither the Executive nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 710, 811, 912, 13, 15, 19 and 1020.

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 CauseCause (as hereinafter defined). Said termination shall be evidenced by written notice thereof to In the Employee, which notice shall specify the cause for the termination. For purposes event 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 his duties under this Agreement for a thirty (30) consecutive calendar day period; (ii) dishonesty; (iii) theft; (iv) indictment on a felony; (v) any material breach of 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 sole discretion, considers insubordination or which the Company considers material to its operation; (vii) the failure of the Employee, within thirty (30) calendar days after receipt by the Employee of a written notice from the Employer, to materially improve performance which the Employer, in its reasonable discretion, considers unsatisfactory; and (viii) any other act, omission, or series or combination of same which the law recognizes as constituting "cause" for termination of employment. Promptly after such termination, the Company shall pay to the Employee (x) 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 to the Employee, (y) the Bonus, if it has been determined and earned in accordance with Section 3.2 but not yet paid. Neither , and (z) any expense reimbursement due to the Employee pursuant to Section 4 but not yet paid, 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, 88 and 9. Rights and benefits of the Employee, 9his estate or other legal representative under the employee benefit plans and programs of the Company, if any, will be determined in accordance with the terms and 10provisions of such plans and programs. For purposes hereof, "Due Cause" shall mean (a) a material breach of any of the Employee's material obligations hereunder (it being understood that any breach of the provisions of Sections 2, 7 or 8 hereof shall be considered material) (b) that the Employee, in carrying out his duties hereunder, has been guilty of (i) willful or gross neglect or (ii) willful or gross misconduct, resulting in either case in material harm to any member of the Company Group (as hereinafter defined); or (c) that the Employee has been convicted with respect to (i) a felony or (ii) any offense involving moral turpitude. In the event of an occurrence of an event constituting Due Cause under this Section 6.3, the Employee shall be given written notice by the Company that it intends to terminate the Employee's employment for Due Cause under this Section, which written notice shall specify in detail the act or acts upon the basis of which the Company intends so to terminate the Employee's employment. If the basis for such written notice is an act or acts described in clause (a) above and not involving moral turpitude, the Employee shall be given twenty (20) days to cease or correct the performance (or nonperformance) giving rise to such written notice and, upon failure of the Employee within such twenty (20) days to cease or correct such performance (or nonperformance), the Employee's employment by the Company shall automatically be terminated hereunder for Due Cause.

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 CauseCause (as hereinafter defined). Said termination shall be evidenced by written notice thereof to In the Employee, which notice shall specify the cause for the termination. For purposes event 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 his duties under this Agreement for a thirty (30) consecutive calendar day period; (ii) dishonesty; (iii) theft; (iv) indictment on a felony; (v) any material breach of 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 sole discretion, considers insubordination or which the Company considers material to its operation; (vii) the failure of the Employee, within thirty (30) calendar days after receipt by the Employee of a written notice from the Employer, to materially improve performance which the Employer, in its reasonable discretion, considers unsatisfactory; and (viii) any other act, omission, or series or combination of same which the law recognizes as constituting "cause" for termination of employment. Promptly after 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. Neither paid to 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, 9 and 10. For purposes hereof, "Due Cause" shall mean (a) a material breach of any of the Employee's obligations hereunder (it being understood that any breach of the provisions of Sections 2, 7, 8 or 9 hereof shall be considered material);(b) the use of alcohol, or unprescribed drugs by the Employee to an extent that such use interferes with the performance by the Employee of her responsibilities hereunder; or (c) that the Employee repeatedly or intentionally causes damage to the relations of any member of the Company Group with its clients, suppliers or employees; or (d) the continued refusal by the Employee to carry out any reasonable lawful order or instruction of the Company or the repeated commission of other acts of insubordination; or (e) that the Employee, in carrying out her duties hereunder, has been guilty of (i) willful or gross neglect or (ii) willful or gross misconduct, resulting in either case in material harm to any member of the Company Group (as hereinafter defined); or (f) that the Employee has been charged with (i) a felony or (ii) any lesser crime or offense involving moral turpitude. In the event of an occurrence under this Section 6.3, the Employee shall be given written notice by 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 Company intends so to terminate the Employee's employment. If the basis for such written notice is an act or acts described in clause (a) or (b) above (and not involving moral turpitude), the Employee 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 Employee within such ten (10) days to cease or correct such performance (or nonperformance), the Employee's employment by the Company shall automatically be terminated hereunder for Due Cause.

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 CauseCause (as hereinafter defined). Said termination shall be evidenced by written notice thereof to In the Employee, which notice shall specify the cause for the termination. For purposes event 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 his duties under this Agreement for a thirty (30) consecutive calendar day period; (ii) dishonesty; (iii) theft; (iv) indictment on a felony; (v) any material breach of 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 sole discretion, considers insubordination or which the Company considers material to its operation; (vii) the failure of the Employee, within thirty (30) calendar days after receipt by the Employee of a written notice from the Employer, to materially improve performance which the Employer, in its reasonable discretion, considers unsatisfactory; and (viii) any other act, omission, or series or combination of same which the law recognizes as constituting "cause" for termination of employment. Promptly after 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. Neither paid to 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, 9 and 10. For purposes hereof, "Due Cause" shall mean (a) a material breach of any of the Employee's obligations hereunder (it being understood that any breach of the provisions of Sections 2, 7, 8 or 9 hereof shall be considered material); or (b) that the Employee, in carrying out her duties hereunder has been guilty of (i) willful or gross neglect or (ii) willful or gross misconduct, resulting in either case in material harm to any member of the Company Group (as hereinafter defined); or (c) that the Employee has been convicted of the commission of or entered a plea of nolo contendere with respect to (i) a felony or (ii) any crime or offense involving moral turpitude (provided that the Company may, in its sole discretion, suspend the Employee during the period from the date of charge or indictment until the date of conviction or other conclusion of criminal proceedings and provided further that if the Employee is not convicted or does not enter a plea of nolo contendere she will be entitled to full back pay). In the event of an occurrence under this Section 6.3, the Employee shall be given written notice by 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 Company intends so to terminate the Employee's employment. If the basis for such written notice is an act or acts described in clause (a) above and not involving moral turpitude, the Employee shall be given twenty (20) days to cease or correct the performance (or nonperformance) giving rise to such written notice and, upon failure of the Employee within such twenty (20) days to cease or correct such performance (or nonperformance), the Employee's employment by the Company shall automatically be terminated hereunder for Due Cause.

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. Said termination shall be evidenced by written notice thereof to the Employee, which notice shall specify the cause for the termination. 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 his her duties under this Agreement for a thirty (30) consecutive calendar day period; (ii) dishonesty; (iii) theft; (iv) indictment on a felony; (v) any material breach of 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 sole discretion, considers insubordination or which the Company considers material to its operation; (vii) the failure of the Employee, within thirty (30) calendar days after receipt by the Employee of a written notice from the Employer, to materially improve performance which the Employer, in its reasonable discretion, considers unsatisfactory; and (viii) any other act, omission, or series or combination of same which the law recognizes as constituting "cause" for termination of employment. Promptly after 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. 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.