Common use of For Cause by Company Clause in Contracts

For Cause by Company. The Company may at any time during the term hereof terminate Employee's employment hereunder for Cause. For purposes of this Agreement, "Cause" shall mean the occurrence of any of the following events: (i) Employee's continued failure to substantially perform Employee's duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or injury); (ii) a violation by Employee of any lawful written policy or directive of the Company or any Affiliate applicable to Employee specifically, or to officers or employees of the Company or any Affiliate generally, the violation of which policy or directive is materially and demonstrably injurious to the Company; (iii) Employee's excessive alcoholism or drug abuse that substantially impairs the ability of Employee to perform Employee's duties hereunder; (iv) continued gross negligence by Employee in the performance of his duties under this Agreement that results in material and demonstrable damage to the Company or any Affiliate; (v) violation by Employee of any lawful direction from the Board, provided such direction is not inconsistent with Employee's duties and responsibilities to the Company or any Affiliate hereunder; (vi) fraud, embezzlement or other criminal conduct by Employee that results in material and demonstrable damage to the Company or any Affiliate; (vii) intentional or reckless conduct that results in material and demonstrable damage to the Company or any Affiliate; or (viii) the committing by Employee of an act involving moral turpitude that results in material and demonstrable damage to the Company; provided, however, that in the case of any of the events described in clauses (i), (ii) (iv) (v) or (vii) above, such event shall not constitute Cause hereunder unless and until there is given to Employee by the Company a written notice which sets forth the specific respects in which it believes that Employee's conduct constitutes Cause hereunder, which conduct is not cured within ten (10) days of written notice thereof. If the Company terminates Employee's employment under this Agreement pursuant to this Section 5(c), the Company shall have no further obligations to make payments or otherwise under this Agreement, except that Employee shall be entitled to receive any (i) unpaid accrued Base Salary pursuant to Section 3(a)(i), above, through the date that is thirty (30) days after the date that the Company gives written notice of such termination to Employee (the "Termination Notice Date"), (ii) Incentive Bonus that is accrued and unpaid as of the date of such termination and (iii) any other amounts due to Employee under this Agreement as of the date of termination, including, but not limited to, reimbursement of expenses under Section 3(f), above, in each case within sixty (60) days after the Termination Notice Date. Notwithstanding the foregoing, Employee shall, for all purposes, cease to be deemed to be employed by the Company as of the date of any termination of Employee pursuant to this Section 5(c), irrespective of whether written notice of termination is given on such date. In the event the Company terminates the Employee for Cause, any unvested restricted shares and/or Performance Shares/Options granted to the Employee on or after the date hereof shall be immediately forfeited by the Employee as of the date of such termination.

For Cause by Company. The Company may at any time during the term hereof hereof, without any prior notice, terminate Employee's employment hereunder for Cause. For purposes of this Agreement, "Cause" shall mean upon the occurrence of any of the following events: (i) Employee's continued a material breach by Employee of this Agreement, including, among other things, more than one failure within any six month period to substantially perform Employee's duties with tasks reasonably established in writing by the Company (other than any such failure resulting from Employee's incapacity due President to physical or mental illness or injury)Employee as "material" within the time frame established reasonably by the President; (ii) a material violation by Employee of any lawful written policy or directive of the Company or any Affiliate applicable to Employee specifically, or to officers or employees of the Company or any Affiliate generally, the violation of which policy or directive is materially and demonstrably injurious to the Company; (iiigenerally;(iii) Employee's excessive alcoholism or drug abuse that substantially impairs the ability of Employee to perform Employee's duties hereunder; (iv) continued gross negligence by the Employee in the performance of his duties under this Agreement that results in material and demonstrable damage to the Company or any Affiliate; (v) violation by Employee of any lawful direction from the Board, Board provided such direction is not inconsistent with Employee's duties and responsibilities to the Company or any Affiliate hereunder; (vi) fraud, embezzlement or other criminal conduct by Employee that results in material and demonstrable damage to the Company or any AffiliateEmployee; (vii) intentional or reckless conduct by Employee that results in material and demonstrable damage to the Company or any Affiliate, or could reasonably be expected to result in damage to the Company or any Affiliate; or (viii) the committing by Employee of an act involving moral turpitude that results in material and demonstrable damage to the Company; providedCompany or any Affiliate, however, that or could reasonably be expected to result in the case of any of the events described in clauses (i), (ii) (iv) (v) or (vii) above, such event shall not constitute Cause hereunder unless and until there is given damage to Employee by the Company a written notice which sets forth the specific respects in which it believes that Employee's conduct constitutes Cause hereunder, which conduct is not cured within ten (10) days of written notice thereofor any Affiliate. If the Company terminates Employee's employment under this Agreement pursuant to this Section 5(c), the Company shall have no further obligations to make payments or otherwise under this Agreement, except that Employee shall be entitled to receive any (i) unpaid accrued Base Salary pursuant to Section 3(a)(i), above, through the date that is thirty (30) days after the date that the Company gives written notice of such termination (the "Termination Notice") to Employee (the "Termination Notice Date"), (ii) unpaid accrued Incentive Bonus that is accrued and unpaid to which Employee was entitled as of the date of such termination and (iii) any other amounts amount due to Employee under this Agreement as of the date of termination, including, but not limited to, such termination as reimbursement of expenses under Section 3(f), above, in each case within sixty (60) days after the Termination Notice Date. Notwithstanding the foregoing, Employee shall, for all purposes, cease to be deemed to be employed by the Company as of the date of any termination of Employee pursuant to this Section 5(c), irrespective of whether written notice of termination is given on such date. In the event the Company terminates the Employee for Cause, any unvested restricted shares and/or Performance Shares/Options granted to the Employee on or after the date hereof shall be immediately forfeited by the Employee as of the date of such termination.

For Cause by Company. The Company may at any time during the term hereof Term terminate EmployeeChairman's employment hereunder for Cause. For purposes of this Agreement, "Cause" shall mean the occurrence of any of the following events: (i) EmployeeChairman's continued failure to substantially perform EmployeeChairman's duties with the Company (other than any such failure resulting from EmployeeChairman's incapacity due to physical or mental illness or injury); (ii) a violation by Employee Chairman of any lawful written policy or directive of the Company or any Affiliate applicable to Employee Chairman specifically, or to officers or employees of the Company or any Affiliate generally, the violation of which policy or directive is materially and demonstrably injurious to the Company; (iii) EmployeeChairman's excessive alcoholism or drug abuse that substantially impairs the ability of Employee Chairman to perform EmployeeChairman's duties hereunder; (iv) continued gross negligence by Employee Chairman in the performance of his duties under this Agreement that results in material and demonstrable damage to the Company or any Affiliate; (v) violation by Employee Chairman of any lawful direction from the Board, provided such direction is not inconsistent with EmployeeChairman's duties and responsibilities to the Company or any Affiliate hereunder; (vi) fraud, embezzlement or other criminal conduct by Employee Chairman that results in material and demonstrable damage to the Company or any Affiliate; (vii) intentional or reckless conduct that results in material and demonstrable damage to the Company or any Affiliate; or (viii) the committing by Employee Chairman of an act involving moral turpitude that results in material and demonstrable damage to the Company; provided, however, that in the case of any of the events described in clauses (i), (ii) (iv) (v) or (vii) above, such event shall not constitute Cause hereunder unless and until there is given to Employee Chairman by the Company a written notice which sets forth the specific respects in which it believes that EmployeeChairman's conduct constitutes Cause hereunder, which conduct is not cured within ten (10) days of written notice thereof. If the Company terminates EmployeeChairman's employment under this Agreement pursuant to this Section 5(c4(c), the Company shall have no further obligations to make payments or otherwise under this Agreement, except that Employee Chairman shall be entitled to receive any (iA) unpaid accrued Base Salary pursuant to Section 3(a)(i3(a), above, through the date that is thirty (30) days after the date that the Company gives written notice of such termination to Employee Chairman (the "Termination Notice Date"), (iiB) Incentive Bonus that is any unpaid accrued and Meeting Fees pursuant to section 3(b), above; (C) Any unpaid as of the date of such termination accrued Insurance Reimbursement pursuant to Section 3(d), above; and (iiiD) any other amounts amount due to Employee Chairman as reimbursement of expenses under this Agreement Section 3(e), above, in each case to which Chairman was entitled as of the date of termination, including, but not limited to, reimbursement of expenses under Section 3(f), above, in each case case, within sixty (60) days after the Termination Notice Date. Notwithstanding the foregoing, Employee Chairman shall, for all purposes, cease to be deemed to be employed by the Company as of the date of any termination of Employee Chairman pursuant to this Section 5(c4(c), irrespective of whether written notice of termination is given on such date. In the event the Company terminates the Employee Chairman for Cause, any unvested restricted shares and/or Performance Sharesperformance shares/Options options granted to the Employee on or Chairman after the date hereof shall be immediately forfeited by the Employee Chairman as of the date of such termination.

For Cause by Company. The Company may at any time during the term hereof hereof, terminate Employee's employment hereunder for Cause. For purposes of this Agreementhereunder: (A) without notice, "Cause" shall mean upon the occurrence of any of the following events: (i) Employee's continued failure to substantially perform Employee's duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or injury); (ii) a violation by Employee of any lawful written policy or directive of the Company or any Affiliate applicable to Employee specifically, or to officers or employees of the Company or any Affiliate generally, the violation of which policy or directive is materially and demonstrably injurious to the Company; (iii) Employee's excessive alcoholism or drug abuse that substantially impairs the ability of Employee to perform Employee's duties hereunder; (ivii) continued gross negligence by the Employee in the performance of his duties under this Agreement that results in material and demonstrable damage to the Company or any Affiliate; (iii) fraud, embezzlement or other criminal conduct by Employee that results in material damage to the Company or any Affiliate, or could reasonably be expected to result in material damage to the Company or any Affiliate; (iv) the committing by Employee of an act involving moral turpitude that results in material damage to the Company, or could reasonably be expected to result in material damage to the Company or any Affiliate, (v) if Employee becomes bankrupt or makes any composition or enters into any deed of arrangement with his creditors; (vi) if Employee is disqualified from holding office in another company in which he is concerned or interested because of wrongful trading under the Insolvency Xxx 0000; or (vii) if Employee shall become of unsound mind or become a patient under the Mental Health Xxx 0000; or (B) with written notice, if any of the following occurrences have not been fully rectified, as determined solely by Company, within five (5) business days after receipt by Employee of such written notice from the Company describing the event: (i) a material breach of this Agreement ; (ii) a material violation by Employee of any lawful written policy or directive of the Company, or Xxxxxxx, or any Affiliate applicable to Employee specifically, or to officers or employees of the Company, or Xxxxxxx, or any Affiliate generally; (iii) violation by Employee of any lawful direction from the Board, Board provided such direction is not inconsistent with Employee's duties and responsibilities to the Company or any Affiliate hereunder; or (vi) fraud, embezzlement or other criminal conduct by Employee that results in material and demonstrable damage to the Company or any Affiliate; (viiiv) intentional or reckless conduct that results in material and demonstrable damage to the Company or any Affiliate; , or (viii) the committing by Employee of an act involving moral turpitude that results could reasonably be expected to result in material and demonstrable damage to the Company; provided, however, that in the case of any of the events described in clauses (i), (ii) (iv) (v) or (vii) above, such event shall not constitute Cause hereunder unless and until there is given to Employee by the Company a written notice which sets forth the specific respects in which it believes that Employee's conduct constitutes Cause hereunder, which conduct is not cured within ten (10) days of written notice thereof. If the Company terminates Employee's employment under this Agreement pursuant to this Section 5(c), the Company shall have no further obligations to make payments or otherwise under this Agreement, except that the Company shall pay to Employee shall be entitled within sixty (60) days after the date that the Company gives written notice of such termination to receive Employee (the "Termination Notice Date") any (i) unpaid accrued Base Salary pursuant to Section 3(a)(i), above, through the date that is thirty (30) days after the date that the Company gives written notice of such termination to Employee (the "Termination Notice Date"), (ii) Incentive Bonus that is accrued and unpaid amounts due to Employee as of the date of such termination and (iii) any other amounts due to Employee under this Agreement as of the date of termination, including, but not limited to, reimbursement of expenses under Section 3(f3(d), above, in each case within sixty (60) days after the Termination Notice Date. Notwithstanding the foregoing, Employee shall, for all purposes, cease to be deemed to be employed by the Company as of the date of any termination of Employee pursuant to this Section 5(c), irrespective of whether written notice of termination is given on such date. In the event the Company terminates the Employee for Cause, any unvested restricted shares and/or Performance Shares/Options granted to the Employee on or after the date hereof shall be immediately forfeited by the Employee as of the date of such termination.

For Cause by Company. The Company may at any time during the term hereof hereof, without any prior notice, terminate Employee's employment hereunder for Cause. For purposes of this Agreement, "Cause" shall mean upon the occurrence of any of the following events: (i) Employee's continued failure to substantially perform Employee's duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or injury)a material breach by Employee of this Agreement; (ii) a material violation by Employee of any lawful written policy or directive of the Company or any Affiliate applicable to Employee specifically, or to officers or employees of the Company or any Affiliate generally, the violation of which policy or directive is materially and demonstrably injurious to the Company; (iii) Employee's excessive alcoholism or drug abuse that substantially impairs the ability of Employee to perform Employee's duties hereunder; (iv) continued gross negligence by the Employee in the performance of his duties under this Agreement that results in material and demonstrable damage to the Company or any Affiliate; (v) violation by Employee of any lawful direction from the Board, Board provided such direction is not inconsistent with Employee's duties and responsibilities to the Company or any Affiliate hereunder; (vi) fraud, embezzlement or other criminal conduct by Employee that results in material and demonstrable damage to the Company or any AffiliateEmployee; (vii) intentional or reckless conduct that results in material and demonstrable damage to the Company or any Affiliate, or could reasonably be expected to result in damage to the Company; or (viii) the committing by Employee of an act involving moral turpitude that results in material and demonstrable damage to the Company; providedCompany or any Affiliate, however, that or could reasonably be expected to result in the case of any of the events described in clauses (i), (ii) (iv) (v) or (vii) above, such event shall not constitute Cause hereunder unless and until there is given damage to Employee by the Company a written notice which sets forth the specific respects in which it believes that Employee's conduct constitutes Cause hereunder, which conduct is not cured within ten (10) days of written notice thereofor any Affiliate. If the Company terminates Employee's employment under this Agreement pursuant to this Section 5(c), the Company shall have no further obligations to make payments or otherwise under this Agreement, except that Employee shall be entitled to receive any (i) unpaid accrued Base Salary pursuant to Section 3(a)(i), above, through the date that is thirty (30) days after the date that the Company gives written notice of such termination to Employee (the "Termination Notice Date"), (ii) Incentive Bonus that is accrued pursuant to Section 3(a)(ii), above, and unpaid as of the date of such termination and (iii) any other amounts amount due to Employee under this Agreement as of the date of such termination, including, but not limited to, reimbursement of expenses under Section 3(f3(d), above, in each case within sixty (60) days after the Termination Notice Date. Notwithstanding the foregoing, Employee shall, for all purposes, cease to be deemed to be employed by the Company as of the date of any termination of Employee pursuant to this Section 5(c), irrespective of whether written notice of termination is given on such date. In the event the Company terminates the Employee for Cause, any unvested restricted shares and/or Performance Shares/Options granted to the Employee on or after the date hereof shall be immediately forfeited by the Employee as of the date of such termination.

For Cause by Company. The Company may at any time during the term hereof terminate Employee's employment hereunder for Cause. For purposes of this Agreement, "Cause" shall mean the occurrence of any of the following events: (i) Employee's continued failure to substantially perform Employee's duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or injury); (ii) a violation by Employee of any lawful written policy or directive of the Company or any Affiliate applicable to Employee specifically, or to officers or employees of the Company or any Affiliate generally, the violation of which policy or directive is materially and demonstrably injurious to the Company; (iii) Employee's excessive alcoholism or drug abuse that substantially impairs the ability of Employee to perform Employee's duties hereunder; (iv) continued gross negligence by Employee in the performance of his duties under this Agreement that results in material and demonstrable damage to the Company or any Affiliate; (v) violation by Employee of any lawful direction from the Board, Board provided such direction is not inconsistent with Employee's duties and responsibilities to the Company or any Affiliate hereunder; (vi) fraud, embezzlement or other criminal conduct by Employee that results in material and demonstrable damage to the Company or any AffiliateCompany; (vii) intentional or reckless conduct that results in material and demonstrable damage to the Company or any AffiliateCompany; or (viii) the committing by Employee of an act involving moral turpitude that results in material and demonstrable damage to the Company; provided, however, that in the case of any of the events described in clauses (i), (ii) (iv) (v) or (vii) above, such event shall not constitute Cause hereunder unless and until there is given to Employee by the Company a written notice which sets forth the specific respects in which it believes that Employee's conduct constitutes Cause hereunder, which conduct is not cured within ten (10) days of written notice thereof. If the Company terminates Employee's employment under this Agreement pursuant to this Section 5(c), the Company shall have no further obligations to make payments or otherwise under this Agreement, except that Employee shall be entitled to receive any (i) unpaid accrued Base Salary pursuant to Section 3(a)(i), above, through the date that is thirty (30) days after the date that the Company gives written notice of such termination to Employee (the "Termination Notice Date"), (ii) Incentive Bonus that is accrued and unpaid as of the date of such termination and (iii) any other amounts due to Employee under this Agreement as of the date of termination, including, but not limited to, reimbursement of expenses under Section 3(f), above, in each case within sixty (60) days after the Termination Notice Date. Notwithstanding the foregoing, Employee shall, for all purposes, cease to be deemed to be employed by the Company as of the date of any termination of Employee pursuant to this Section 5(c), irrespective of whether written notice of termination is given on such date. In the event the Company terminates the Employee for Cause, any unvested restricted shares and/or Performance Shares/Options granted to the Employee on or after the date hereof shall be immediately forfeited by the Employee as of the date of such termination.

For Cause by Company. The Company may at any time during the term hereof hereof, without any prior notice, terminate Employee''s employment hereunder for Cause. For purposes of this Agreement, "Cause" shall mean upon the occurrence of any of the following events: (i) Employee's continued failure to substantially perform Employee's duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or injury)a material breach by Employee of this Agreement; (ii) a material violation by Employee of any lawful written policy or directive of the Company or any Affiliate applicable to Employee specifically, or to officers or employees of the Company or any Affiliate generally, the violation of which policy or directive is materially and demonstrably injurious to the Company; (iiigenerally;(iii) Employee''s excessive alcoholism or drug abuse that substantially impairs the ability of Employee to perform Employee''s duties hereunder; (iv) continued gross negligence by Employee in the performance of his duties under this Agreement that results in material and demonstrable damage to the Company or any Affiliate; (v) violation by Employee of any lawful direction from the Board, Board provided such direction is not inconsistent with Employee''s duties and responsibilities to the Company or any Affiliate hereunder; (vi) fraud, embezzlement or other criminal conduct by Employee that results in material and demonstrable damage to the Company or any Affiliate, or could reasonably be expected to result in material damage to the Company or any Affiliate; (vii) intentional or reckless conduct that results in material and demonstrable damage to the Company or any Affiliate, or could reasonably be expected to result in material damage to the Company; or (viii) the committing by Employee of an act involving moral turpitude that results in material and demonstrable damage to the Company; provided, however, that or could reasonably be expected to result in the case of any of the events described in clauses (i), (ii) (iv) (v) or (vii) above, such event shall not constitute Cause hereunder unless and until there is given material damage to Employee by the Company a written notice which sets forth the specific respects in which it believes that Employee's conduct constitutes Cause hereunder, which conduct is not cured within ten (10) days of written notice thereofor any Affiliate. If the Company terminates Employee''s employment under this Agreement pursuant to this Section 5(c), the Company shall have no further obligations to make payments or otherwise under this Agreement, except that the Company shall pay to Employee shall be entitled within sixty (60) days after the date that the Company gives written notice of such termination to receive Employee (the ""Termination Notice Date"") any (i) unpaid accrued Base Salary pursuant to Section 3(a)(i), above, through the date that is thirty (30) days after the date that the Company gives written notice of such termination to Employee (the "Termination Notice Date"), (ii) Incentive Bonus that is accrued pursuant to Section 3(a)(ii), above, and unpaid and (iii) amounts due to Employee as of the date of such termination and (iii) any other amounts due to Employee under this Agreement as of the date of termination, including, but not limited to, reimbursement of expenses under Section 3(f3(d), above, in each case within sixty (60) days after the Termination Notice Date. Notwithstanding the foregoing, Employee shall, for all purposes, cease to be deemed to be employed by the Company as of the date of any termination of Employee pursuant to this Section 5(c), irrespective of whether written notice of termination is given on such date. In the event the Company terminates the Employee for Cause, any unvested restricted shares and/or Performance Shares/Options granted to the Employee on or after the date hereof shall be immediately forfeited by the Employee as of the date of such termination.

For Cause by Company. The Company may at any time during the term hereof hereof, without any prior notice, terminate Employee's employment hereunder for Cause. For purposes of this Agreement, "Cause" shall mean upon the occurrence of any of the following events: (i) Employee's continued failure to substantially perform Employee's duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or injury)a material breach by Employee of this Agreement; (ii) a material violation by Employee of any lawful written policy or directive of the Company or any Affiliate applicable to Employee specifically, or to officers or employees of the Company or any Affiliate generally, the violation of which policy or directive is materially and demonstrably injurious to the Company; (iiigenerally;(iii) Employee's excessive alcoholism or drug abuse that substantially impairs the ability of Employee to perform Employee's duties hereunder; (iv) continued gross negligence by the Employee in the performance of his duties under this Agreement that results in material and demonstrable damage to the Company or any Affiliate; (v) violation by Employee of any lawful direction from the Board, Board provided such direction is not inconsistent with Employee's duties and responsibilities to the Company or any Affiliate hereunder; (vi) fraud, embezzlement or other criminal conduct by Employee that results in material and demonstrable damage to the Company or any AffiliateEmployee; (vii) intentional or reckless conduct that results in material and demonstrable damage to the Company or any Affiliate, or could reasonably be expected to result in damage to the Company; or (viii) the committing by Employee of an act involving moral turpitude that results in material and demonstrable damage to the Company; providedCompany or any Affiliate, however, that or could reasonably be expected to result in the case of any of the events described in clauses (i), (ii) (iv) (v) or (vii) above, such event shall not constitute Cause hereunder unless and until there is given damage to Employee by the Company a written notice which sets forth the specific respects in which it believes that Employee's conduct constitutes Cause hereunder, which conduct is not cured within ten (10) days of written notice thereofor any Affiliate. If the Company terminates Employee's employment under this Agreement pursuant to this Section 5(c), the Company shall have no further obligations to make payments or otherwise under this Agreement, except that Employee shall be entitled to receive any (i) unpaid accrued Base Salary pursuant to Section 3(a)(i), above, through the date that is thirty (30) days after the date that the Company gives written notice of such termination to Employee (the "Termination Notice Date"), (ii) Incentive Bonus that is accrued pursuant to Section 3(a)(ii), above, and unpaid as of the date of such termination and (iii) any other amounts amount due to Employee under this Agreement as of the date of such termination, including, but not limited to, reimbursement of expenses under Section 3(f3(d), above, in each case within sixty (60) days after the Termination Notice Date. Notwithstanding the foregoing, Employee shall, for all purposes, cease to be deemed to be employed by the Company as of the date of any termination of Employee pursuant to this Section 5(c), irrespective of whether written notice of termination is given on such date. In the event the Company terminates the Employee for Cause, any unvested restricted shares and/or Performance Shares/Options granted to the Employee on or after the date hereof shall be immediately forfeited by the Employee as of the date of such termination.

For Cause by Company. The Company may at any time during the term hereof Term terminate Employee's employment hereunder for Cause. For purposes of this Agreement, "Cause" shall mean the occurrence of any of the following events: (i) Employee's continued failure to substantially perform Employee's duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or injury); (ii) a violation by Employee of any lawful written policy or directive of the Company or any Affiliate applicable to Employee specifically, or to officers or employees of the Company or any Affiliate generally, the violation of which policy or directive is materially and demonstrably injurious to the Company; (iii) Employee's excessive alcoholism or drug abuse that substantially impairs the ability of Employee to perform Employee's duties hereunder; (iv) continued gross negligence by Employee in the performance of his duties under this Agreement that results in material and demonstrable damage to the Company or any Affiliate; (v) violation by Employee of any lawful direction from the Board, provided such direction is not inconsistent with Employee's duties and responsibilities to the Company or any Affiliate hereunder; (vi) fraud, embezzlement or other criminal conduct by Employee that results in material and demonstrable damage to the Company or any Affiliate; (vii) intentional or reckless conduct that results in material and demonstrable damage to the Company or any Affiliate; or (viii) the committing by Employee of an act involving moral turpitude that results in material and demonstrable damage to the Company; provided, however, that in the case of any of the events described in clauses (i), (ii) (iv) (v) or (vii) above, such event shall not constitute Cause hereunder unless and until there is given to Employee by the Company a written notice which sets forth the specific respects in which it believes that Employee's conduct constitutes Cause hereunder, which conduct is not cured within ten (10) days of written notice thereof. If the Company terminates Employee's employment under this Agreement pursuant to this Section 5(c), the Company shall have no further obligations to make payments or otherwise under this Agreement, except that Employee shall be entitled to receive any (i) unpaid accrued Base Salary pursuant to Section 3(a)(i), above, through the date that is thirty (30) days after the date that the Company gives written notice of such termination to Employee (the "Termination Notice Date"), (ii) Incentive Bonus that is accrued and unpaid as of the date of such termination (except that, if termination occurs as a result of fraud or embezzlement under clause (vi), above, then no such Incentive Bonus shall be payable) and (iii) any other amounts due to Employee under this Agreement as of the date of termination, including, but not limited to, reimbursement of expenses under Section 3(f3(g), above, in each case within sixty (60) days after the Termination Notice Date. Notwithstanding the foregoing, Employee shall, for all purposes, cease to be deemed to be employed by the Company as of the date of any termination of Employee pursuant to this Section 5(c), irrespective of whether written notice of termination is given on such date. In the event the Company terminates the Employee for Cause, any unvested restricted shares and/or Performance Shares/Options granted to the Employee on or after the date hereof shall be immediately forfeited by the Employee as of the date of such termination.

For Cause by Company. The Company may at any time during the term hereof hereof, without any prior notice, terminate Employee's employment hereunder for Cause. For purposes of this Agreement, "Cause" shall mean upon the occurrence of any of the following events: (i) Employee's continued failure to substantially perform Employee's duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or injury)a material breach by Employee of this Agreement; (ii) a material violation by Employee of any lawful written policy or directive of the Company (including of the CEO) or any Affiliate applicable to Employee specifically, or to officers or employees of the Company or any Affiliate generally, the violation of which policy or directive is materially and demonstrably injurious to the Company; (iii) Employee's excessive alcoholism or drug abuse that substantially impairs the ability of Employee to perform Employee's duties hereunder; (iv) continued gross negligence by Employee in the performance of his duties under this Agreement that results in material and demonstrable damage to the Company or any Affiliate; (v) violation by failure of Employee to obey of any material lawful direction from the Board, Board provided such direction is not inconsistent with Employee's duties and responsibilities to the Company or any Affiliate hereunder; (vi) fraud, embezzlement or other criminal conduct by Employee that results in material and demonstrable damage to the Company or any Affiliate, or could reasonably be expected to result in material damage to the Company or any Affiliate; (vii) intentional or reckless conduct that results in material and demonstrable damage to the Company or any Affiliate, or could reasonably be expected to result in material damage to the Company or any Affiliate; or (viii) the committing by Employee of an act involving moral turpitude that results in material and demonstrable damage to the Company; provided, however, that or could reasonably be expected to result in the case of any of the events described in clauses (i), (ii) (iv) (v) or (vii) above, such event shall not constitute Cause hereunder unless and until there is given material damage to Employee by the Company a written notice which sets forth the specific respects in which it believes that Employee's conduct constitutes Cause hereunder, which conduct is not cured within ten (10) days of written notice thereofor any Affiliate. If the Company terminates Employee's employment under this Agreement pursuant to this Section 5(c), the Company shall have no further obligations to make payments or otherwise under this Agreement, except that, the Company shall pay to Employee within sixty (60) days after the date that the Company gives written notice of such termination to Employee shall be entitled to receive (the "Termination Notice Date") any (iA) any unpaid accrued Base Salary pursuant to Section 3(a)(i), above, through the date that is thirty (30) days after the date that the Company gives written notice of such termination Termination Notice Date and (B) any amount due to Employee (the "Termination Notice Date"), (ii) Incentive Bonus that is accrued and unpaid as of the date of such termination and (iii) any other amounts due to Employee under this Agreement as of the date of termination, including, but not limited to, reimbursement of expenses under Section 3(f3(d), above, in each case within sixty (60) days after the Termination Notice Date. Notwithstanding the foregoing, Employee shall, for all purposes, cease to be deemed to be employed by the Company as of the date of any termination of Employee pursuant to this Section 5(c), irrespective of whether written notice of termination is given on such date. In the event the Company terminates the Employee for Cause, any unvested restricted shares and/or Performance Shares/Options granted to the Employee on or after the date hereof shall be immediately forfeited by the Employee as of the date of such termination.

For Cause by Company. The Company may at any time during the term hereof Term terminate Employee's employment hereunder for Cause. For purposes of this Agreement, "Cause" shall mean the occurrence of any of the following events: (i) Employee's continued failure to substantially perform Employee's duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or injury); (ii) a violation by Employee of any lawful written policy or directive of the Company or any Affiliate applicable to Employee specifically, or to officers or employees of the Company or any Affiliate generally, the violation of which policy or directive is materially and demonstrably injurious to the Company; (iii) Employee's excessive alcoholism or drug abuse that substantially impairs the ability of Employee to perform Employee's duties hereunder; (iv) continued gross negligence by Employee in the performance of his duties under this Agreement that results in material and demonstrable damage to the Company or any Affiliate; (v) violation by Employee of any lawful direction from the Board, provided such direction is not inconsistent with Employee's duties and responsibilities to the Company or any Affiliate hereunder; (vi) fraud, embezzlement or other criminal conduct by Employee that results in material and demonstrable damage to the Company or any Affiliate; (vii) intentional or reckless conduct that results in material and demonstrable damage to the Company or any Affiliate; or (viii) the committing by Employee of an act involving moral turpitude that results in material and demonstrable damage to the Company; provided, however, that in the case of any of the events described in clauses (i), (ii) (iv) (v) or (vii) above, such event shall not constitute Cause hereunder unless and until there is given to Employee by the Company a written notice which sets forth the specific respects in which it believes that Employee's conduct constitutes Cause hereunder, which conduct is not cured within ten (10) days of written notice thereof. If the Company terminates Employee's employment under this Agreement pursuant to this Section 5(c), the Company shall have no further obligations to make payments or otherwise under this Agreement, except that Employee shall be entitled to receive any (i) unpaid accrued Base Salary pursuant to Section 3(a)(i), above, through the date that is thirty (30) days after the date that the Company gives written notice of such termination to Employee (the "Termination Notice Date"), (ii) Incentive Bonus that is accrued and unpaid as of the date of such termination and (iii) any other amounts due to Employee under this Agreement as of the date of termination, including, but not limited to, reimbursement of expenses under Section 3(f3(g), above, in each case within sixty (60) days after the Termination Notice Date. Notwithstanding the foregoing, Employee shall, for all purposes, cease to be deemed to be employed by the Company as of the date of any termination of Employee pursuant to this Section 5(c), irrespective of whether written notice of termination is given on such date. In the event the Company terminates the Employee for Cause, any unvested restricted shares and/or Performance Shares/Options granted to the Employee on or after the date hereof shall be immediately forfeited by the Employee as of the date of such termination.

For Cause by Company. The Company may at any time during the term hereof hereof, terminate Employee's employment hereunder for Cause. For purposes of this Agreement, "Cause" shall mean the occurrence of any of the following events: (i) Employee's continued failure to substantially perform Employee's duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or injury); (ii) a violation by Employee of any lawful written policy or directive of the Company or any Affiliate applicable to Employee specifically, or to officers or employees of the Company or any Affiliate generally, the violation of which policy or directive is materially and demonstrably injurious to the Company; (iii) Employee's excessive alcoholism or drug abuse that substantially impairs the ability of Employee to perform Employee's duties hereunder; (iv) continued gross negligence by Employee in the performance of his duties under this Agreement that results in material and demonstrable damage to the Company or any Affiliate; (v) violation by Employee of any lawful direction from the Board, Board provided such direction is not inconsistent with Employee's duties and responsibilities to the Company or any Affiliate hereunder; (vi) fraud, embezzlement or other criminal conduct by Employee that results in material and demonstrable damage to the Company or any AffiliateCompany; (vii) intentional or reckless conduct that results in material and demonstrable damage to the Company or any AffiliateCompany; or (viii) the committing by Employee of an act involving moral turpitude that results in material and demonstrable damage to the Company; provided, however, that in the case of any of the events described in clauses (i), (ii) (iv) (v) or (vii) above, such event shall not constitute Cause hereunder unless and until there is given to Employee by the Company a written notice which sets forth the specific respects in which it believes that Employee's conduct constitutes Cause hereunder, which conduct is not cured within ten (10) days of written notice thereof. If the Company terminates Employee's employment under this Agreement pursuant to this Section 5(c), the Company shall have no further obligations to make payments or otherwise under this Agreement, except that Employee shall be entitled to receive any (i) unpaid accrued Base Salary pursuant to Section 3(a)(i), above, through the date that is thirty (30) days after the date that the Company gives written notice of such termination to Employee (the "Termination Notice Date"), (ii) Incentive Bonus that is accrued and unpaid as of the date of such termination and (iii) any other amounts due to Employee under this Agreement as of the date of termination, including, but not limited to, reimbursement of expenses under Section 3(f), above, in each case within sixty (60) days after the Termination Notice Date. Notwithstanding the foregoing, Employee shall, for all purposes, cease to be deemed to be employed by the Company as of the date of any termination of Employee pursuant to this Section 5(c), irrespective of whether written notice of termination is given on such date. In the event the Company terminates the Employee for Cause, any unvested restricted shares and/or Performance Shares/Options granted to the Employee on or after the date hereof shall be immediately forfeited by the Employee as of the date of such termination.

For Cause by Company. The Company may at any time during the term hereof hereof, without any prior notice, terminate Employee's employment hereunder for Cause. For purposes of this Agreement, "Cause" shall mean upon the occurrence of any of the following events: (i) Employee's continued failure to substantially perform Employee's duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or injury)a material breach by Employee of this Agreement; (ii) a material violation by Employee of any lawful written policy or directive of the Company or any Affiliate applicable to Employee specifically, or to officers or employees of the Company or any Affiliate generally, the violation of which policy or directive is materially and demonstrably injurious to the Company; (iiigenerally;(iii) Employee's excessive alcoholism or drug abuse that substantially impairs the ability of Employee to perform Employee's duties hereunderhereunder or adversely affects the name, reputation or goodwill of the Company or any Affiliate; (iv) continued gross negligence by the Employee in the performance of his duties under this Agreement that results in material and demonstrable damage to the Company or any Affiliate; (v) violation by Employee of any lawful direction from the BoardCEO, provided such direction is not inconsistent with Employee's duties and responsibilities to the Company or any Affiliate hereunderhereunder and provided Employee has reasonable advance notice of such direction; (vi) fraud, embezzlement or other criminal conduct by Employee that results in material and demonstrable damage, or could reasonably be expected to result in material damage to the Company or any AffiliateCompany; (vii) intentional or reckless tortious conduct that results in material and demonstrable damage, or could reasonably be expected to result in material damage to the Company or any AffiliateCompany; or (viii) the committing by Employee of an act involving moral turpitude that results in material and demonstrable damage turpitude; or (ix) unless contrary to applicable law, including but not limited to the Company; providedFamily and Medical Leave Act, howeverto the extent applicable, that in the case of any failure by Employee to report to work without the written consent of the events described in clauses CEO for three (i)3) consecutive days, or fifteen (ii) (iv) (v) or (vii) above, such event shall not constitute Cause hereunder unless and until there is given to Employee by the Company a written notice which sets forth the specific respects in which it believes that Employee's conduct constitutes Cause hereunder, which conduct is not cured within ten (1015) days during any thirty (30) day period as a result of illness, provided that Employee provides, within three (3) days after the end of such absence, written notice thereofconfirmation from a physician that such absence from work was appropriate for medical reasons. If the Company terminates Employee's employment under this Agreement pursuant to this Section 5(c), the Company shall have no further obligations to make payments or otherwise under this Agreement, except that Employee shall be entitled to receive any (i) unpaid accrued Base Salary pursuant to Section 3(a)(i), above, through the date that is thirty (30) days after the date that the Company gives written notice of such termination to Employee (the "Termination Notice Date"), (ii) Incentive Bonus that is accrued and unpaid as of the date of such termination and (iii) any other amounts due to Employee under this Agreement as of the date of termination, including, but not limited to, reimbursement of expenses under Section 3(f), above, in each case within sixty (60) days after the Termination Notice Date, and (ii) amounts due to Employee as of the date of such termination as reimbursement of expenses under Section 3(d), above. Notwithstanding the foregoing, Employee shall, for all purposes, cease to be deemed to be employed by the Company as of the date of any termination of Employee pursuant to this Section 5(c), irrespective of whether written notice of termination is given on such date. In the event the Company terminates the Employee for Cause, any unvested restricted shares and/or Performance Shares/Options granted to the Employee on or after the date hereof shall be immediately forfeited by the Employee as of the date of such termination.