Common use of Involuntary Termination with Cause Clause in Contracts

Involuntary Termination with Cause. The Company may terminate the Executive's employment for Cause by providing the Executive notice in writing. For all purposes under this Agreement, "Cause" shall mean (i) willful failure by the Executive to perform his duties hereunder, other than a failure resulting from the Executive's complete or partial incapacity due to physical or mental illness or impairment, (ii) gross negligence by the Executive in performing his duties hereunder, other than negligence resulting from the Executive's complete or partial incapacity due to physical or mental illness or impairment, (iii) a willful act by the Executive which constitutes gross misconduct and which is injurious to the Company, (iv) a willful violation of a federal or state law or regulation applicable to the business of the Company. No act or failure to act by the Executive shall be considered "willful" unless committed without good faith and without a reasonable belief that the act or omission was in the Company's best interest. The determination of Cause hereunder shall be made by a majority of the Company's disinterested Board of Directors. No Severance Pay as defined in paragraph 11(a)(i) will be paid to the Executive under this Agreement in the event of a termination for Cause. Executive's rights under any applicable benefit plans of the Company shall be determined under the provisions of those plans.

Involuntary Termination with Cause. The Company may terminate the ExecutiveIndependent Contractor's employment engagement for Cause by providing the Executive Independent Contractor notice in writing. For all purposes under this Agreement, "Cause" shall mean (i) willful failure by the Executive Independent Contractor to perform his duties hereunder, other than a failure resulting from the ExecutiveIndependent Contractor's complete or partial incapacity due to physical or mental illness or impairment, (ii) gross negligence by the Executive Independent Contractor in performing his duties hereunder, other than negligence resulting from the ExecutiveIndependent Contractor's complete or partial incapacity due to physical or mental illness or impairment, (iii) a willful act by the Executive Independent Contractor which constitutes gross misconduct and which is injurious to the Company, (iv) a willful violation of a federal or state law or regulation applicable to the business of the Company. No act or failure to act by the Executive Independent Contractor shall be considered "willful" unless committed without good faith and without a reasonable belief that the act or omission was in the Company's best interest. The determination of Cause hereunder shall be made by a majority of the Company's disinterested Board of Directors. No Severance Pay as defined in paragraph 11(a)(i) will be paid to the Executive Independent Contractor under this Agreement in the event of a termination for Cause. ExecutiveIndependent Contractor's rights under any applicable benefit plans of the Company shall be determined under the provisions of those plans.