Common use of Notice of Termination of Employment Clause in Contracts

Notice of Termination of Employment. Any termination of Employee’s employment by the Company or by Employee (other than termination by reason of Employee’s death) shall be communicated by a written notice to the other party hereto indicating the specific termination provision in the first sentence of Section 7.02 relied upon, setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employee’s employment under the provision so indicated, and specifying a Date of Termination of Employment which, if submitted by Employee, shall be at least 30 days following the date of such notice (a “Notice of Termination of Employment”); provided, however, that in the case of any Notice of Termination of Employment submitted by Employee, the Company may, in its sole discretion, advance the Date of Termination of Employment to any date following the Company’s receipt of the Notice of Termination of Employment (and, if the Date of Termination of Employment is so advanced, it shall not change the basis for Employee’s termination nor be construed or interpreted as a termination of Employee’s employment by the Company for any reason whatsoever). A Notice of Termination of Employment submitted by the Company may provide for a Date of Termination of Employment on the date Employee receives the Notice of Termination of Employment, or any date thereafter elected by the Company in its sole discretion. The failure by Employee or the Company to set forth in the Notice of Termination of Employment any fact or circumstance which contributes to a showing of Cause or Good Reason shall not waive any right of Employee or the Company hereunder or preclude Employee or the Company from asserting such fact or circumstance in enforcing Employee’s or the Company’s rights hereunder.

Notice of Termination of Employment. Any termination of Employee’s employment by the Company or by Employee (other than termination by reason of Employee’s death) shall be communicated by a written notice to the other party hereto indicating the specific termination provision in the first sentence of Section 7.02 5.01 relied upon, setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employee’s employment under the provision so indicated, and specifying a Date of Termination of Employment which, if submitted by Employee, shall be at least 30 days following the date of such notice (a “Notice of Termination of Employment”); provided, however, that in the case of any Notice of Termination of Employment submitted by Employee, the Company may, in its sole discretion, advance the Date of Termination of Employment to any date following the Company’s receipt of the Notice of Termination of Employment (and, if the Date of Termination of Employment is so advanced, it shall not change the basis for Employee’s termination nor be construed or interpreted as a termination of Employee’s employment by the Company for any reason whatsoever). A Notice of Termination of Employment submitted by the Company may provide for a Date of Termination of Employment on the date Employee receives the Notice of Termination of Employment, or any date thereafter elected by the Company in its sole discretion. The failure by Employee or the Company to set forth in the Notice of Termination of Employment any fact or circumstance which contributes to a showing of Cause or Good Reason shall not waive any right of Employee or the Company hereunder or preclude Employee or the Company from asserting such fact or circumstance in enforcing Employee’s or the Company’s rights hereunder.

Notice of Termination of Employment. (a) Any termination of Employee’s the Executive's employment by the Company or by Employee the Executive during the Term or, if the Change in Control Date occurs during the Term, within 12 months following the Change in Control Date (other than termination by reason due to the death of Employee’s deaththe Executive) shall be communicated by a written notice to the other party hereto indicating Party (the "NOTICE OF TERMINATION"), given in accordance with Section 7 hereof. Any Notice of Termination shall: (i) indicate the specific termination provision in (if any) of this Agreement relied upon by the first sentence of Section 7.02 relied uponParty giving such notice, setting (ii) to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employee’s the Executive's employment under the provision so indicated, indicated and specifying a (iii) specify the Date of Termination (as defined below). The effective date of Employment which, if submitted by Employee, an employment termination (the "DATE OF TERMINATION") shall be at least 30 the close of business on the date specified in the Notice of Termination (which date may not be less than 15 days following or more than 120 days after the date of delivery of such notice (a “Notice of Termination of Employment”Termination); provided, however, that in the case of any Notice of Termination of Employment submitted by Employeea termination other than one due to the Executive's death, or the Company may, in its sole discretion, advance the Date of Termination of Employment to any date following the Company’s receipt of the Notice of Termination of Employment Executive's death, as the case may be. (and, if the Date of Termination of Employment is so advanced, it shall not change the basis for Employee’s termination nor be construed or interpreted as a termination of Employee’s employment by the Company for any reason whatsoever). A Notice of Termination of Employment submitted by the Company may provide for a Date of Termination of Employment on the date Employee receives the Notice of Termination of Employment, or any date thereafter elected by the Company in its sole discretion. b) The failure by Employee the Executive or the Company to set forth in the Notice of Termination of Employment any fact or circumstance which contributes to a showing of Cause or Good Reason or Cause shall not waive any right of Employee the Executive or the Company Company, respectively, hereunder or preclude Employee the Executive or the Company Company, respectively, from asserting any such fact or circumstance in enforcing Employee’s the Executive's or the Company’s rights 's right hereunder. (c) Any Notice of Termination for Cause given by the Company must be given within 90 days of the occurrence of the event(s) or circumstance(s) which constitute(s) Cause. Subsequent to such event(s) or circumstance(s) and prior to any Notice of Termination for Cause being given (and prior to any termination for Cause being effective), the Executive shall be entitled to a hearing before the Board (or the Compensation Committee thereof) at which he may, at his election, be represented by counsel and at which he shall have a reasonable opportunity to be heard. Such hearing shall be held on not less than 15 days prior written notice to the Executive stating the Board's intention to terminate the Executive for Cause and stating in detail the particular event(s) or circumstance(s) which the Board believes constitutes Cause for termination. (d) Any Notice of Termination for Good Reason given by the Executive must be given within 30 days of the occurrence of the event(s) or circumstance(s) which constitute(s)

Notice of Termination of Employment. Any termination of Employee’s employment by the Company or by Employee (other than termination by reason of Employee’s death) shall be communicated by a written notice to the other party hereto indicating the specific termination provision in the first sentence of Section 7.02 5.01 relied upon, setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employee’s employment under the provision so indicated, and specifying a Date of Termination of Employment which, if submitted by Employee, shall be at least 30 30 (1) If applicable. (2) If applicable. days following the date of such notice (a “Notice of Termination of Employment”); provided, however, that in the case of any Notice of Termination of Employment submitted by Employee, the Company may, in its sole discretion, advance the Date of Termination of Employment to any date following the Company’s receipt of the Notice of Termination of Employment (and, if the Date of Termination of Employment is so advanced, it shall not change the basis for Employee’s termination nor be construed or interpreted as a termination of Employee’s employment by the Company for any reason whatsoever). A Notice of Termination of Employment submitted by the Company may provide for a Date of Termination of Employment on the date Employee receives the Notice of Termination of Employment, or any date thereafter elected by the Company in its sole discretion. The failure by Employee or the Company to set forth in the Notice of Termination of Employment any fact or circumstance which contributes to a showing of Cause or Good Reason shall not waive any right of Employee or the Company hereunder or preclude Employee or the Company from asserting such fact or circumstance in enforcing Employee’s or the Company’s rights hereunder.

Notice of Termination of Employment. 8.1 Any termination of Employeethe Executive’s employment by the Company or by Employee the Executive (other than termination by reason due to the death of Employee’s deaththe Executive) shall be communicated by a written notice to the other party hereto indicating (the “Notice of Termination”), given in accordance with Section 14. Any Notice of Termination shall: (i) indicate the specific termination provision in (if any) of this Agreement relied upon by the first sentence of Section 7.02 relied uponparty giving such notice; (ii) to the extent applicable, setting set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employeethe Executive’s employment under the provision so indicated, ; and specifying a (iii) specify the Date of Termination (as defined below). The effective date of Employment which, if submitted by Employee, an employment termination (the “Date of Termination”) shall be at least 30 the close of business on the date specified in the Notice of Termination (which date shall be 60 days following after the date of delivery of such notice (a “Notice of Termination of Employment”Termination); provided, however, that in the case of any a termination other than one due to the Executive’s death, or the date of the Executive’s death, as the case may be. In the event the Company fails to satisfy the requirements of Section 8 regarding a Notice of Termination, the purported termination of the Executive’s employment pursuant to such Notice of Termination of Employment submitted by Employee, the Company may, in its sole discretion, advance the Date of Termination of Employment to any date following the Company’s receipt of the Notice of Termination of Employment (and, if the Date of Termination of Employment is so advanced, it shall not change the basis be effective for Employee’s termination nor be construed or interpreted as a termination purposes of Employee’s employment by the Company for any reason whatsoever). A Notice of Termination of Employment submitted by the Company may provide for a Date of Termination of Employment on the date Employee receives the Notice of Termination of Employment, or any date thereafter elected by the Company in its sole discretion. this Agreement. 8.2 The failure by Employee the Executive or the Company to set forth in the Notice of Termination of Employment any fact or circumstance which contributes to a showing of Cause or Good Reason or Cause shall not waive any right of Employee the Executive or the Company Company, respectively, hereunder or preclude Employee the Executive or the Company Company, respectively, from asserting any such fact or circumstance in enforcing Employeethe Executive’s or the Company’s rights hereunder. 8.3 Any Notice of Termination for Cause given by the Company must be given within 90 days of the occurrence of the event(s) or circumstance(s) which constitute(s) Cause.

Notice of Termination of Employment. (a) Any termination of Employeethe Executive’s employment by the Company or by Employee the Executive during the Term or, if the Change in Control Date occurs during the Term, within 12 months following the Change in Control Date (other than termination by reason due to the death of Employee’s deaththe Executive) shall be communicated by a written notice to the other party hereto indicating Party (the “Notice of Termination”), given in accordance with Section 7 hereof. Any Notice of Termination shall: (i) indicate the specific termination provision in (if any) of this Agreement relied upon by the first sentence of Section 7.02 relied uponParty giving such notice, setting (ii) to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employeethe Executive’s employment under the provision so indicated, indicated and specifying a (iii) specify the Date of Termination (as defined below). The effective date of Employment which, if submitted by Employee, an employment termination (the “Date of Termination”) shall be at least 30 the close of business on the date specified in the Notice of Termination (which date may not be less than 60 days following or more than 120 days after the date of delivery of such notice (a “Notice of Termination of Employment”Termination); provided, however, that in the case of any Notice of Termination of Employment submitted by Employeea termination other than one due to the Executive’s death, or the Company may, in its sole discretion, advance the Date of Termination of Employment to any date following the Company’s receipt of the Notice of Termination of Employment Executive’s death, as the case may be. (and, if the Date of Termination of Employment is so advanced, it shall not change the basis for Employee’s termination nor be construed or interpreted as a termination of Employee’s employment by the Company for any reason whatsoever). A Notice of Termination of Employment submitted by the Company may provide for a Date of Termination of Employment on the date Employee receives the Notice of Termination of Employment, or any date thereafter elected by the Company in its sole discretion. b) The failure by Employee the Executive or the Company to set forth in the Notice of Termination of Employment any fact or circumstance which contributes to a showing of Cause or Good Reason or Cause shall not waive any right of Employee the Executive or the Company Company, respectively, hereunder or preclude Employee the Executive or the Company Company, respectively, from asserting any such fact or circumstance in enforcing Employeethe Executive’s or the Company’s rights right hereunder. (c) Any Notice of Termination for Cause given by the Company must be given within 90 days of the occurrence of the event(s) or circumstance(s) which constitute(s) Cause. Subsequent to such event(s) or circumstance(s) and prior to any Notice of Termination for Cause being given (and prior to any termination for Cause being effective), the Executive shall be entitled to a hearing before the Board (or the Compensation Committee thereof) at which he may, at his election, be represented by counsel and at which he shall have a reasonable opportunity to be heard. Such hearing shall be held on not less than 15 days prior written notice to the Executive stating the Board’s intention to terminate the Executive for Cause and stating in detail the particular event(s) or circumstance(s) which the Board believes constitutes Cause for termination. (d) Any Notice of Termination for Good Reason given by the Executive must be given within 30 days of the occurrence of the event(s) or circumstance(s) which constitute(s) Good Reason.

Notice of Termination of Employment. (a) Any termination of Employeethe Executive’s employment by the Company or by Employee the Executive during the Term or, if the Change in Control Date occurs during the Term, within 12 months following the Change in Control Date (other than termination by reason due to the death of Employee’s deaththe Executive) shall be communicated by a written notice to the other party hereto indicating Party (the “Notice of Termination”), given in accordance with Section 7 hereof. Any Notice of Termination shall: (i) indicate the specific termination provision in (if any) of this Agreement relied upon by the first sentence of Section 7.02 relied uponParty giving such notice, setting (ii) to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employeethe Executive’s employment under the provision so indicated, indicated and specifying a (iii) specify the Date of Termination (as defined below). The effective date of Employment which, if submitted by Employee, an employment termination (the “Date of Termination”) shall be at least 30 the close of business on the date specified in the Notice of Termination (which date may not be less than 60 days following or more than 120 days after the date of delivery of such notice (a “Notice of Termination of Employment”Termination); provided, however, that in the case of any Notice of Termination of Employment submitted by Employeea termination other than one due to the Executive’s death, or the Company may, in its sole discretion, advance the Date of Termination of Employment to any date following the Company’s receipt of the Notice of Termination of Employment Executive’s death, as the case may be. (and, if the Date of Termination of Employment is so advanced, it shall not change the basis for Employee’s termination nor be construed or interpreted as a termination of Employee’s employment by the Company for any reason whatsoever). A Notice of Termination of Employment submitted by the Company may provide for a Date of Termination of Employment on the date Employee receives the Notice of Termination of Employment, or any date thereafter elected by the Company in its sole discretion. b) The failure by Employee the Executive or the Company to set forth in the Notice of Termination of Employment any fact or circumstance which contributes to a showing of Cause or Good Reason or Cause shall not waive any right of Employee the Executive or the Company Company, respectively, hereunder or preclude Employee the Executive or the Company Company, respectively, from asserting any such fact or circumstance in enforcing Employeethe Executive’s or the Company’s rights right hereunder. (c) Any Notice of Termination for Cause given by the Company must be given within 90 days of the occurrence of the event(s) or circumstance(s) which constitute(s) Cause. Subsequent to such event(s) or circumstance(s) and prior to any Notice of Termination for Cause being given (and prior to any termination for Cause being effective), the Executive shall be entitled to a hearing before the Board (or the Compensation Committee thereof) at which he may, at his election, be represented by counsel and at which he shall have a reasonable opportunity to be heard. Such hearing shall be held on not less than 15 days prior written notice to the Executive stating the Board’s intention to terminate the Executive for Cause and stating in detail the particular event(s) or circumstance(s) which the Board believes constitutes Cause for termination. (d) Any Notice of Termination for Good Reason given by the Executive must be given within 30 days of the occurrence of the event(s) or circumstance(s) which constitute(s)

Notice of Termination of Employment. Any termination of Employee’s employment by the Company or by Employee (other than termination by reason of Employee’s death) shall be communicated by a written notice to the other party hereto indicating the specific termination provision in the first sentence of Section 7.02 7.01 relied upon, setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employee’s employment under the provision so indicated, and specifying a Date of Termination of Employment which, if submitted by Employee, shall be at least 30 days following the date of such notice (a “Notice of Termination of Employment”); provided, however, that in the case of any Notice of Termination of Employment submitted by Employee, the Company may, in its sole discretion, advance the Date of Termination of Employment to any date following the Company’s receipt of the Notice of Termination of Employment (and, if the Date of Termination of Employment is so advanced, it shall not change the basis for Employee’s termination nor be construed or interpreted as a termination of Employee’s employment by the Company for any reason whatsoever). A Notice of Termination of Employment submitted by the Company may provide for a Date of Termination of Employment on the date Employee receives the Notice of Termination of Employment, or any date thereafter elected by the Company in its sole discretion. The failure by Employee or the Company to set forth in the Notice of Termination of Employment any fact or circumstance which contributes to a showing of Cause or Good Reason shall not waive any right of Employee or the Company hereunder or preclude Employee or the Company from asserting such fact or circumstance in enforcing Employee’s or the Company’s rights hereunder.

Notice of Termination of Employment. Any termination of Employee’s employment by the Company or by Employee (other than termination by reason of Employee’s death) shall be communicated by a written notice to the other party hereto indicating the specific termination provision in the first sentence of Section 7.02 relied upon, setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employee’s employment under the provision so indicated, and specifying a Date of Termination of Employment which, if submitted by Employee, shall be at least 30 days following the date of such notice (a “Notice of Termination of Employment”); provided, however, that in the case of any Notice of Termination of Employment submitted by Employee, the Company may, in its sole discretion, advance the Date of Termination of Employment to any date following the Company’s receipt of the Notice of Termination of Employment (and, if the Date of Termination of Employment is so advanced, it shall not change the basis for Employee’s termination nor be construed or interpreted as a termination of Employee’s employment by the Company for any reason whatsoever). A Notice of Termination of Employment submitted by the Company may provide for a Date of Termination of Employment on the date Employee receives the Notice of Termination of Employment, or any date thereafter elected by the Company in its sole discretion. If the Company is terminating Employee’s employment for Cause, the Company shall provide employee with a Notice of Termination of Employment and allow Employee 30 days following the date of such Notice of Termination to fully remedy, cure, or rectify, if possible, the situation giving rise to the Company’s allegations of Cause. The cessation of employment of Employee shall not be deemed to be for Cause unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of a majority of the entire membership of the Board (excluding Employee, if Employee is a member of the Board) at a meeting of the Board at which at least a quorum is present (after reasonable notice is provided to Employee and Employee is given an opportunity, together with counsel for Employee, to be heard before the Board) finding that, in the good faith opinion of the Board, Employee is guilty of the conduct described in this definition, and specifying the particulars thereof in detail. The failure by Employee or the Company to set forth in the Notice of Termination of Employment any fact or circumstance which contributes to a showing of Cause or Good Reason shall not waive any right of Employee or the Company hereunder or preclude Employee or the Company from asserting such fact or circumstance in enforcing Employee’s or the Company’s rights hereunder.

Notice of Termination of Employment. Any (a) If the Change in Control Date occurs during the Term, any termination of Employee’s the Executive's employment by the Company or by Employee the Executive within 12 months following the Change in Control Date (other than termination by reason due to the death of Employee’s deaththe Executive) shall be communicated by a written notice to the other party hereto indicating Party (the "NOTICE OF TERMINATION"), given in accordance with Section 7 hereof. Any Notice of Termination shall: (i) indicate the specific termination provision in (if any) of this Agreement relied upon by the first sentence of Section 7.02 relied uponParty giving such notice, setting (ii) to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employee’s the Executive's employment under the provision so indicated, indicated and specifying a (iii) specify the Date of Termination (as defined below). The effective date of Employment which, if submitted by Employee, an employment termination (the "DATE OF TERMINATION") shall be at least 30 the close of business on the date specified in the Notice of Termination (which date may not be less than 15 days following or more than 120 days after the date of delivery of such notice (a “Notice of Termination of Employment”Termination); provided, however, that in the case of any Notice of Termination of Employment submitted by Employeea termination other than one due to the Executive's death, or the Company may, in its sole discretion, advance the Date of Termination of Employment to any date following the Company’s receipt of the Notice of Termination of Employment Executive's death, as the case may be. (and, if the Date of Termination of Employment is so advanced, it shall not change the basis for Employee’s termination nor be construed or interpreted as a termination of Employee’s employment by the Company for any reason whatsoever). A Notice of Termination of Employment submitted by the Company may provide for a Date of Termination of Employment on the date Employee receives the Notice of Termination of Employment, or any date thereafter elected by the Company in its sole discretion. b) The failure by Employee the Executive or the Company to set forth in the Notice of Termination of Employment any fact or circumstance which contributes to a showing of Cause or Good Reason or Cause shall not waive any right of Employee the Executive or the Company Company, respectively, hereunder or preclude Employee the Executive or the Company Company, respectively, from asserting any such fact or circumstance in enforcing Employee’s the Executive's or the Company’s rights 's right hereunder. (c) Any Notice of Termination for Cause given by the Company must be given within 90 days of the occurrence of the event(s) or circumstance(s) which constitute(s) Cause. Subsequent to such event(s) or circumstance(s) and prior to any Notice of Termination for Cause being given (and prior to any termination for Cause being effective), the Executive shall be entitled to a hearing before the Board (or the Compensation Committee thereof) of the Company at which he may, at his election, be represented by counsel and at which he shall have a reasonable opportunity to be heard. Such hearing shall be held on not less than 15 days prior written notice to the Executive stating the Board's intention to terminate the Executive for Cause and stating in detail the particular event(s) or circumstance(s) which the Board believes constitutes Cause for termination. (d) Any Notice of Termination for Good Reason given by the Executive must be given within 30 days of the occurrence of the event(s) or circumstance(s) which constitute(s)

Notice of Termination of Employment. (a) Any termination of the Employee’s employment by the Company or by the Employee during the Term or, if the Change in Control Date occurs during the Term, within 12 months following the Change in Control Date (other than termination by reason due to the death of the Employee’s death) shall be communicated by a written notice to the other party hereto indicating Party (the “Notice of Termination”), given in accordance with Section 7 hereof. Any Notice of Termination shall: (i) indicate the specific termination provision in (if any) of this Agreement relied upon by the first sentence of Section 7.02 relied uponParty giving such notice, setting (ii) to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Employee’s employment under the provision so indicated, indicated and specifying a (iii) specify the Date of Termination (as defined below). The effective date of Employment which, if submitted by Employee, an employment termination (the “Date of Termination”) shall be at least the close of business on the date specified in the Notice of Termination (which date may not be less than 30 days following or more than 120 days after the date of delivery of such notice (a “Notice of Termination of Employment”Termination); provided, however, that in the case of any Notice of Termination of Employment submitted by a termination other than one due to the Employee’s death, or the Company may, in its sole discretion, advance the Date of Termination of Employment to any date following the Company’s receipt of the Notice of Termination of Employment (and, if the Date of Termination of Employment is so advanced, it shall not change the basis for Employee’s termination nor be construed or interpreted death, as a termination of Employee’s employment by the Company for any reason whatsoever). A Notice of Termination of Employment submitted by the Company case may provide for a Date of Termination of Employment on the date Employee receives the Notice of Termination of Employment, or any date thereafter elected by the Company in its sole discretion. be. (b) The failure by the Employee or the Company to set forth in the Notice of Termination of Employment any fact or circumstance which contributes to a showing of Cause or Good Reason or Cause shall not waive any right of the Employee or the Company Company, respectively, hereunder or preclude the Employee or the Company Company, respectively, from asserting any such fact or circumstance in enforcing the Employee’s or the Company’s rights right hereunder. (c) Any Notice of Termination for Cause given by the Company must be given within 90 days of the occurrence of the event(s) or circumstance(s) which constitute(s) Cause. Subsequent to such event(s) or circumstance(s) and prior to any Notice of Termination for Cause being given (and prior to any termination for Cause being effective), the Employee shall be entitled to a hearing before the Board (or the Compensation Committee thereof) at which he may, at his election, be represented by counsel and at which he shall have a reasonable opportunity to be heard. Such hearing shall be held on not less than 15 days prior written notice to the Employee stating the Board’s intention to terminate the Employee for Cause and stating in detail the particular event(s) or circumstance(s) which the Board believes constitutes Cause for termination. (d) Any Notice of Termination for Good Reason given by the Employee must be given within 30 days of the occurrence of the event(s) or circumstance(s) which constitute(s) Good Reason.

Notice of Termination of Employment. Any termination of Employee’s employment by the Company or by Employee (other than termination by reason of Employee’s death) shall be communicated by a written notice in writing to the other party hereto indicating the specific termination provision in the first sentence of Section 7.02 7.021 relied upon, setting forth in reasonable detail the facts and circumstances claimed to provide a basis for the termination of Employee’s employment under the provision so indicated, and specifying a Date of Termination of Employment which, if submitted by Employee, shall be at least 30 days following the date of such notice (a “Notice of Termination of Employment”); provided, however, that in the case of any Notice of Termination of Employment submitted by Employee, the Company may, in its sole discretion, advance the Date of Termination of Employment to any date following the Company’s receipt of the Notice of Termination of Employment (and, if the Date of Termination of Employment is so advanced, it shall not change the basis for Employee’s termination nor be construed or interpreted as a termination of Employee’s employment by the Company for any reason whatsoever). A Notice of Termination of Employment submitted by the Company may provide for a Date of Termination of Employment on the date Employee receives the Notice of Termination of Employment, or any date thereafter elected by the Company in its sole discretion. If the Company is terminating Employee’s employment for Cause, the Company shall provide employee with a Notice of Termination of Employment and allow Employee 30 days following the date of such Notice of Termination to fully remedy, cure, or rectify, if possible, the situation giving rise to the Company’s allegations of Cause. The cessation of employment of Employee shall not be deemed to be for Cause unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of a majority of the entire membership of the Board (excluding Employee, if Employee is a member of the Board) at a meeting of the Board at which at least a quorum is present (after reasonable notice is provided to Employee and Employee is given an opportunity, together with counsel for Employee, to be heard before the Board) finding that, in the good faith opinion of the Board, Employee is guilty of the conduct described in this definition, and specifying the particulars thereof in detail. The failure by Employee or the Company to set forth in the Notice of Termination of Employment any fact or circumstance which contributes to a showing of Cause or Good Reason shall not waive any right of Employee or the Company hereunder or preclude Employee or the Company from asserting such fact or circumstance in enforcing Employee’s or the Company’s rights hereunder.