Common use of Power of Termination Clause in Contracts

Power of Termination. The Employer may terminate the employment of Employee under this Agreement at any time, (x) with Cause, or (y) in the sole and absolute discretion of Employer, without Cause, or (z) in the sole and absolute discretion of the Employer, within 30 days following a Key Man Event as contemplated in Section 8(i) below. “Cause” shall mean any of the following: (a) conduct by the Employee of the activities of Sargon in any manner that violates any law, rule or regulation in any material respect, or that causes the reputation of any member of the Icahn Group to be materially and adversely affected, as a result of any wrongful or improper act; (b) conviction of any crime (other than traffic violations and similar minor infractions of law); (c) failure to follow the lawful directions given by Employer to Employee or the written policies or procedures adopted by the Employer from time to time that are made available to Employee; (d) failure to come to work on a full-time basis, other than on holidays, vacation days, sick days, or other days off under Employer's business policies; (e) impairment due to alcoholism, drug addiction or similar matters; and (f) a material breach of this Agreement, including, without limitation, any breach of Section 10 or 12 hereof. Prior to termination for “Cause” as a result of failure as contemplated in clause (c) or (d) above, Employee shall be given notice of his activity giving rise to such failure and will have 3 business days to correct such activity; provided that Employer shall only be required to provide notice under this sentence one time during any calendar year.