Common use of Due Cause Clause in Contracts

Due Cause. The Company may terminate the Employment Period immediately upon written notice to Executive for Due Cause. The following events will be deemed to constitute "DUE CAUSE": (i) Executive's breach of any of Executive's obligations under the Confidentiality, Inventions and Non-Solicitation Agreement, this Employment Agreement, the Management Agreement, the Registration Rights Agreement or the Stockholders Agreement; or (ii) Executive's neglect of, willful misconduct in connection with the performance of, or refusal to perform Executive's duties in accordance with SECTION 3 of this Employment Agreement, which, in the case of neglect or refusal to perform, has not been cured to the Company's good faith satisfaction within thirty (30) days after Executive has been provided written notice of the same and the corrective action required by the Company; or (iii) Executive's engagement in any conduct which injures the integrity or reputation of the Company or which impugns Executive's own integrity or reputation so as to cause Executive to be unfit to act in the capacity of Chief Financial Officer of the Company; or (iv) the Executive's commission of an act or acts constituting a felony, or any other act or acts involving dishonesty, disloyalty or fraud against the Company. If the Employment Period is terminated pursuant to this SECTION 11(b), the Company shall have no further obligation to Executive except for Base Salary and benefits accrued through the date of termination.

Due Cause. The Company may terminate the Employment Period immediately upon written notice to Executive for Due Cause. The following events will be deemed to constitute "DUE CAUSE"“Due Cause”: (i) Executive's ’s breach of any of Executive's ’s obligations under the Confidentiality, Inventions and Non-Solicitation Agreement, this Employment Agreement, the Management Agreement, the Registration Rights Agreement or the Stockholders Agreement; or (ii) Executive's ’s 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 refusal to perform, has not been cured to the Company's ’s good faith satisfaction within thirty (30) days after Executive has been provided written notice of the same and the corrective action required by the Company; or (iii) Executive's ’s engagement in any conduct which injures the integrity or reputation of the Company or which impugns Executive's ’s own integrity or reputation so as to cause Executive to be unfit to act in the capacity of Chief Financial Officer President, Bakers Square Division of the Company; or (iv) the Executive's ’s commission of an act or acts constituting a felony, or any other act or acts involving dishonesty, disloyalty or fraud against the Company. If the Employment Period is terminated pursuant to this SECTION Section 11(b), the Company shall have no further obligation to Executive except for Base Salary and benefits accrued through the date of termination.

Due Cause. The Company may terminate the Employment Period immediately upon written notice to Executive for Due Cause. The following events will be deemed to constitute "DUE CAUSE"“Due Cause”: (i) Executive's ’s breach of any of Executive's ’s obligations under the Confidentiality, Inventions and Non-Solicitation Agreement, this Employment Agreement, the Management Equity Purchase Agreement, the Registration Rights Management Agreement or the Stockholders Agreement; or (ii) Executive's ’s 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 refusal to perform, has not been cured to the Company's ’s good faith satisfaction within thirty (30) days after Executive has been provided written notice of the same and the corrective action required by the Companysame; or (iii) Executive's ’s engagement in any conduct which injures the integrity integrity, character or reputation of the Company or which impugns Executive's ’s own integrity integrity, character or reputation so as to cause Executive to be unfit to act in the capacity of Chief Financial Officer CEO of the Company; or (iv) the Executive's commission of Board’s good faith determination that Executive has committed an act or acts constituting a felony, or any other act or acts involving dishonesty, disloyalty or fraud against the Company. If the Employment Period is terminated pursuant to this SECTION Section 11(b), the Company shall have no further obligation to Executive except for Base Salary salary and benefits accrued through the date of termination.

Due Cause. The Company may terminate the Employment Period immediately upon written notice to Executive for Due Cause. The following events will be deemed to constitute "DUE CAUSE": (i) Executive's breach of any of Executive's obligations under the Confidentiality, Inventions and Non-Solicitation Agreement, this Employment the Stock Purchase Agreement, the Management Agreement, the Registration Rights Agreement or the Stockholders Agreement; or (ii) Executive's neglect of, willful misconduct in connection with the performance of, or refusal to perform Executive's duties in accordance with SECTION 3 of this Employment Agreement, which, in the case of neglect or refusal to perform, has not been cured to the Company's good faith satisfaction within thirty (30) days after Executive has been provided written notice of the same and the corrective action required by the Company; or (iii) Executive's engagement in any conduct which injures in a material respect the integrity or reputation of the Company or which impugns Executive's own integrity or reputation so as to cause Executive to be unfit to act in the capacity of Chief Financial Executive Officer of the Company; or (iv) the ExecutiveBoard's commission of good faith determination that Executive has committed an act or acts constituting a felony, or has committed any other intentional act or acts involving dishonesty, disloyalty dishonesty or fraud against the Company. If the Employment Period is terminated pursuant to this SECTION 11(b), the Company shall have no further obligation to Executive except for Base Salary salary and benefits accrued through the date of termination.

Due Cause. The Company may immediately terminate the Employment Period immediately Employee’s employment, for ‘‘Due Cause’’ (as defined below) upon written notice by the Company to Executive for identifying the act or acts constituting Due Cause. The following constitutes the exclusive list of events that will be deemed provide the Company with a basis to constitute "DUE CAUSE"terminate Executive’s employment with the Company for Due Cause: (i) Executive's ’s material breach of any of Executive's ’s obligations under the Confidentiality, Inventions Inventions, Non-Competition and Non-Solicitation Agreement, this Employment Agreement, or any other written agreement with the Management Agreement, the Registration Rights Agreement Company or the Stockholders Agreementany of its Affiliates; 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 refusal to perform, has not been cured to the Company's good faith satisfaction within thirty (30) days after Executive has been provided written notice of the same and the corrective action required by the Companysame; or (iii) Executive's ’s engagement in any conduct which injures the integrity integrity, character, financial position or financial performance of the business or reputation of the Company or any of its Affiliates or which impugns Executive's ’s own integrity integrity, character or reputation so as to cause Executive to be unfit to act in the capacity of Vice President and Chief Financial Officer of the CompanyUnionTools; or (iv) the Executive's commission of Xxxx Board’s good faith determination that Executive has committed an act or acts constituting a felony, or any other act or acts involving dishonesty, disloyalty or fraud against the CompanyCompany or any of its Affiliates. If the Employment Period is terminated pursuant to this SECTION 11(bSection 9(b), the Company shall have no further obligation to Executive except for Base Salary and benefits accrued through the date of terminationAccrued Benefits.

Due Cause. The Company may immediately terminate the Employment Period immediately Employee's employment, for "Due Cause" (as defined below) upon written notice by the Company to Executive for identifying the act or acts constituting Due Cause. The following constitutes the exclusive list of events that will be deemed provide the Company with a basis to constitute "DUE CAUSE"terminate Executive's employment with the Company for Due Cause: (i) Executive's material breach of any of Executive's obligations under the Confidentiality, Inventions Inventions, Non-Competition and Non-Solicitation Agreement, this Employment Agreement, or any other written agreement with the Management Agreement, the Registration Rights Agreement Company or the Stockholders Agreementany of its Affiliates; 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 Section 3 of this Employment Agreement, which, in the case of neglect or refusal to perform, has not been cured to the Company's good faith satisfaction within thirty (30) days after Executive has been provided written notice of the same and the corrective action required by the Companysame; or (iii) Executive's engagement in any conduct which injures the integrity integrity, character, financial position or financial performance of the business or reputation of the Company CHATT or any of its subsidiaries or which impugns Executive's own integrity integrity, character or reputation so as to cause Executive to be unfit to act in the capacity of Chief Financial Officer Senior Executive Vice President of Business Development of the Company; or (iv) the ExecutiveBoard's commission of good faith determination that Executive has committed an act or acts constituting a felony, or any other act or acts involving dishonesty, disloyalty or fraud against the CompanyCHATT or any of its subsidiaries. If the Employment Period is terminated pursuant to this SECTION 11(bSection 9(b), the Company shall have no further obligation to Executive except for Base Salary and benefits accrued through the date of terminationAccrued Benefits.

Due Cause. The Company may immediately terminate the Employment Period immediately Employee's employment, for "Due Cause" (as defined below) upon written notice by the Company to Executive for identifying the act or acts constituting Due Cause. The following constitutes the exclusive list of events that will be deemed provide the Company with a basis to constitute "DUE CAUSE"terminate Executive's employment with the Company for Due Cause: (i) Executive's material breach of any of Executive's obligations under the Confidentiality, Inventions Inventions, Non-Competition and Non-Solicitation Agreement, this Employment Agreement, or any other written agreement with the Management Agreement, the Registration Rights Agreement Company or the Stockholders Agreementany of its Affiliates; 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 Section 3 of this Employment Agreement, which, in the case of neglect or refusal to perform, has not been cured to the Company's good faith satisfaction within thirty (30) days after Executive has been provided written notice of the same and the corrective action required by the Companysame; or (iii) Executive's engagement in any conduct which injures the integrity integrity, character, financial position or financial performance of the business or reputation of the Company or any of its Affiliates or which impugns Executive's own integrity integrity, character or reputation so as to cause Executive to be unfit to act in the capacity of Vice President and Chief Financial Officer of the CompanyUnionTools; or (iv) the ExecutiveXxxx Board's commission of good faith determination that Executive has committed an act or acts constituting a felony, or any other act or acts involving dishonesty, disloyalty or fraud against the CompanyCompany or any of its Affiliates. If the Employment Period is terminated pursuant to this SECTION 11(bSection 9(b), the Company shall have no further obligation to Executive except for Base Salary and benefits accrued through the date of terminationAccrued Benefits.

Due Cause. The Company may terminate the Employment Period immediately upon written notice to Executive for Due Cause. The following events will be deemed to constitute "DUE CAUSE": (i) Executive's breach of any of the material terms of Executive's obligations under the Confidentiality, Inventions and Non-Solicitation Agreement, this Employment the Sales Agreement, the Stock Purchase Agreement, the Management Agreement, the Registration Rights Agreement or the Stockholders Agreement; or (ii) Executive's neglect of, willful misconduct in connection with the performance of, or refusal to perform Executive's duties in accordance with SECTION 3 of this Employment Agreement, which, in the case of neglect or refusal to perform, has not been cured to the Company's good faith satisfaction within thirty (30) days after Executive has been provided written notice of the same and the corrective action required by the Companysame; or (iii) Executive's engagement in any conduct which injures in a material respect the integrity or reputation of the Company or which impugns Executive's own integrity or reputation so as to cause Executive to be unfit to act in the capacity of Chief Financial Operating Officer of the Company; or (iv) the Executive's commission of an any act or acts constituting a felony, or any other act or acts involving dishonesty, disloyalty dishonesty or fraud against the Company. If the Employment Period is terminated pursuant to this SECTION 11(b), the Company shall have no further obligation to Executive under this Agreement except for Base Salary salary and benefits accrued through the date of termination.

Due Cause. The Company may terminate the Employment Period immediately upon written notice to Executive for Due Cause. The following events will be deemed to constitute "DUE CAUSE"“Due Cause”: (i) Executive's ’s breach of any of Executive's ’s obligations under the Confidentiality, Inventions and Non-Solicitation Agreement, this Employment Agreement, the Management Agreement, the Registration Rights Agreement or the Stockholders Agreement; or (ii) Executive's ’s 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 refusal to perform, has not been cured to the Company's ’s good faith satisfaction within thirty (30) days after Executive has been provided written notice of the same and the corrective action required by the Company; or (iii) Executive's ’s engagement in any conduct which injures the integrity or reputation of the Company or which impugns Executive's ’s own integrity or reputation so as to cause Executive to be unfit to act in the capacity of Chief Financial Officer President, Village Inn Division of the Company; or (iv) the Executive's ’s commission of an act or acts constituting a felony, or any other act or acts involving dishonesty, disloyalty or fraud against the Company. If the Employment Period is terminated pursuant to this SECTION Section 11(b), the Company shall have no further obligation to Executive except for Base Salary and benefits accrued through the date of termination.

Due Cause. The Company may immediately terminate the Employment Period immediately Employee’s employment, for ‘‘Due Cause’’ (as defined below) upon written notice by the Company to Executive for identifying the act or acts constituting Due Cause. The following constitutes the exclusive list of events that will be deemed provide the Company with a basis to constitute "DUE CAUSE"terminate Executive’s employment with the Company for Due Cause: (i) Executive's ’s material breach of any of Executive's ’s obligations under the Confidentiality, Inventions Inventions, Non-Competition and Non-Solicitation Agreement, this Employment Agreement, or any other written agreement with the Management Agreement, the Registration Rights Agreement Company or the Stockholders Agreementany of its Affiliates; 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 refusal to perform, has not been cured to the Company's good faith satisfaction within thirty (30) days after Executive has been provided written notice of the same and the corrective action required by the Companysame; or (iii) Executive's ’s engagement in any conduct which injures the integrity integrity, character, financial position or financial performance of the business or reputation of the Company CHATT or any of its subsidiaries or which impugns Executive's ’s own integrity integrity, character or reputation so as to cause Executive to be unfit to act in the capacity of Chief Financial Officer Senior Executive Vice President of Business Development of the Company; or (iv) the Executive's commission of Board’s good faith determination that Executive has committed an act or acts constituting a felony, or any other act or acts involving dishonesty, disloyalty or fraud against the CompanyCHATT or any of its subsidiaries. If the Employment Period is terminated pursuant to this SECTION 11(bSection 9(b), the Company shall have no further obligation to Executive except for Base Salary and benefits accrued through the date of terminationAccrued Benefits.