Common use of Term and Termination of Employment Clause in Contracts

Term and Termination of Employment. (a) This Agreement shall be effective as of the Effective Date. (b) Employee's Employment shall terminate immediately upon the discharge of Employee for "Cause." For the purpose of this Agreement, the term "Cause," when used with respect to termination by NOVA of Employee's Employment hereunder, shall mean termination as a result of: (i) Employee's competition with the Business of NOVA either directly or indirectly, (ii) Employee's willful, intentional, or grossly negligent failure to perform her duties under this Agreement diligently and in accordance with the directions of NOVA; (iii) Employee's willful, intentional, or grossly negligent failure to comply with the decisions or policies of NOVA; (iv) Employee's failure to discharge Employee's duty of loyalty to NOVA; or (v) final conviction of Employee of a felony; provided, however, that in the event NOVA desires to terminate Employee's Employment pursuant to subsections (i), (ii), (iii), or (iv) of this Section 6 (b), NOVA shall first give Employee written notice of such intent, detailed and specific description of the reasons and basis therefor, and thirty (30) days to remedy or cure such perceived breaches or deficiencies by Employee (the "Cure Period"). If Employee does not cure the perceived breaches or deficiencies within the Cure Period, NOVA may discharge Employee immediately upon written notice to Employee. If NOVA desires to terminate Employee's Employment pursuant to subsection (v) of this Section 6(b), NOVA shall first give Employee three (3) days prior written notice of such intent.

Term and Termination of Employment. (a) This Agreement shall be effective as of the Effective Date. (b) Employee's Employment shall terminate immediately upon the discharge of Employee for "Cause." For the purpose of this Agreement, the term "Cause," when used with respect to termination by NOVA of Employee's Employment hereunder, shall mean termination as a result of: (i) Employee's competition with violation of the Business of NOVA either directly covenants in Sections 12 or indirectly, 13; (ii) Employee's willful, intentional, or grossly negligent failure to perform her his duties under this Agreement diligently and in accordance with the directions of NOVA; (iii) Employee's willful, intentional, or grossly negligent failure to comply with the decisions or policies of NOVA; (iv) Employee's failure to discharge Employee's duty of loyalty to NOVAthe NOVA Entities; or (v) final conviction of Employee of a felony; provided, however, that in the event NOVA desires to terminate Employee's Employment pursuant to subsections (i), (ii), (iii), or (iv) of this Section 6 (b8(b), NOVA shall first give Employee written notice of such intent, detailed and specific description of the reasons and basis therefor, and thirty (30) days to remedy or cure such perceived breaches or deficiencies by Employee (the "Cure Period"); provided, however, that with respect only to breaches that it is not possible to cure within such thirty (30) day period, so long as Employee is diligently using his best efforts to cure such breaches or deficiencies within such thirty (30) day period and thereafter, the Cure Period shall be extended for an additional period of time, which shall in no event exceed an additional sixty (60) days, to enable Employee to cure such breaches or deficiencies (provided Employee continues to diligently use his best efforts to cure such breaches or deficiencies). If Employee does not cure the perceived such breaches or deficiencies within the Cure Period, NOVA may discharge Employee immediately upon written notice to Employee. If NOVA desires to terminate Employee's Employment pursuant to subsection (v) of this Section 6(b8(b), NOVA shall first give Employee three (3) days prior written notice of such intent.

Term and Termination of Employment. (a) This Agreement shall be effective as of the Effective Date. (b) Employee's Employment shall terminate immediately upon the discharge of Employee for "Cause." For the purpose of this Agreement, the term "Cause," when used with respect to termination by NOVA of Employee's Employment hereunder, shall mean termination as a result of: (i) Employee's competition with the Business of NOVA either directly or indirectly, (ii) Employee's willful, intentional, or grossly negligent failure to perform her his duties under this Agreement diligently and in accordance with wit the directions of NOVA; (iii) Employee's willful, intentional, or grossly negligent failure to comply with the decisions or policies of NOVA; (iv) Employee's failure to discharge Employee's duty of loyalty to NOVA; or (v) final conviction of Employee of a felony; provided, however, that in the event NOVA desires to terminate Employee's Employment pursuant to subsections (i), (ii), (iii), or (iv) of this Section 6 (b), NOVA shall first give Employee written notice of such intent, detailed and specific description of the reasons and basis therefor, and thirty (30) days to remedy or cure such perceived breaches or deficiencies by Employee (the "Cure Period"). If Employee does not cure the perceived breaches or deficiencies within the Cure Period, NOVA may discharge Employee immediately upon written notice to Employee. If NOVA desires to terminate Employee's Employment pursuant to subsection (v) of this Section 6(b), NOVA shall first give Employee three (3) days prior written notice of such intent.

Term and Termination of Employment. (a) This Agreement shall be effective as of the Effective Date. (b) Employee's Employment shall terminate immediately upon the discharge of Employee by NOVA for "Cause." For the purpose purposes of this Agreement, the term "Cause," when used with respect to termination by NOVA of Employee's Employment hereunder, shall mean termination as a result of: (i) Employee's competition with material violation of the Business of NOVA either directly covenants set forth in Section 11 or indirectly12, (ii) Employee's willful, intentional, or grossly negligent failure to perform her his duties under this Agreement diligently and in accordance with the directions of NOVA; (iii) Employee's willful, intentional, or grossly negligent failure to comply with the good faith decisions or policies of NOVA; or (iv) Employee's failure to discharge Employee's duty of loyalty to NOVA; or (v) final conviction of Employee of a felonyfelony materially adversely affecting NOVA; provided, however, that in the event -------- ------- NOVA desires to terminate Employee's Employment pursuant to subsections (i), (ii), or (iii), or (iv) of this Section 6 (b7(b), NOVA shall first give Employee written notice of such intent, detailed and specific description of the reasons and basis therefor, and thirty (30) days to remedy or cure such perceived breaches breach or deficiencies by Employee deficiency (the "Cure Period"); provided, however, that -------- ------- with respect only to a breach that it is not possible to cure within such thirty (30) day period, so long as Employee is diligently using his best efforts to cure such breach or deficiency within such period and thereafter, the Cure Period shall be automatically extended for an additional period of time (not to exceed sixty (60) additional days) to enable Employee to cure such breach or deficiency, provided, further, that -------- ------- Employee continues to diligently use his best efforts to cure such breach or deficiency. If Employee does not cure the perceived breaches breach or deficiencies deficiency within the Cure Period, NOVA may discharge Employee immediately upon written notice to Employee. If NOVA desires to terminate Employee's Employment pursuant to subsection (viv) of this Section 6(b7(b), NOVA shall first give Employee three (3) days prior written notice of such intent.

Term and Termination of Employment. (a) This Agreement shall be effective as of the Effective Date. (b) Employee's Employment shall terminate immediately upon the discharge of Employee by NOVA for "Cause." For the purpose purposes of this Agreement, the term "Cause," when used with respect to termination by NOVA of Employee's Employment hereunder, shall mean termination as a result of: (i) Employee's competition with violation of the Business of NOVA either directly covenants set forth in Section 10 or indirectly, 11; (ii) Employee's willful, intentional, or grossly negligent failure to perform her duties under this Agreement diligently and in accordance with the directions of NOVA; (iii) Employee's willful, intentional, or grossly negligent failure to comply with the decisions or policies of NOVA; or (iv) Employee's failure to discharge Employee's duty of loyalty to NOVA; or (v) final conviction of Employee of a felony; provided, however, that in the event NOVA desires to terminate -------- ------- Employee's Employment pursuant to subsections (i), (ii), or (iii), or (iv) of this Section 6 (b6(b), NOVA shall first give Employee written notice of such intent, detailed and specific description of the reasons and basis therefor, and thirty (30) days to remedy or cure such perceived breaches or deficiencies by Employee (the "Cure Period"); provided, however, that with -------- ------- respect only to breaches that it is not possible to cure within such thirty (30) day period, so long as Employee is diligently using her best efforts to cure such breaches or deficiencies within such period and thereafter, the Cure Period shall be automatically extended for an additional period of time (not to exceed sixty (60) days) to enable Employee to cure such breaches or deficiencies, provided, further, that -------- ------- Employee continues to diligently use her best efforts to cure such breaches or deficiencies. If Employee does not cure the perceived breaches or deficiencies within the Cure Period, NOVA may discharge Employee immediately upon written notice to Employee. If NOVA desires to terminate Employee's Employment pursuant to subsection (viv) of this Section 6(b), NOVA shall first give Employee three (3) days prior written notice of such intent.

Term and Termination of Employment. (a) This Agreement shall be effective as of the Effective Date. (b) Employee's Employment shall terminate immediately upon the discharge of Employee by NOVA for "Cause." For the purpose purposes of this Agreement, the term "Cause," when used with respect to termination by NOVA of Employee's Employment hereunder, shall mean termination as a result of: (i) Employee's competition with violation of the Business of NOVA either directly covenants set forth in Section 10 or indirectly, 11; (ii) Employee's willful, intentional, or grossly negligent failure to perform her duties under this Agreement diligently and in accordance with the directions of NOVA; (iii) Employee's willful, intentional, or grossly negligent failure to comply with the decisions or policies of NOVA; or (iv) Employee's failure to discharge Employee's duty of loyalty to NOVA; or (v) final conviction of Employee of a felony; provided, however, that in -------- ------- the event NOVA desires to terminate Employee's Employment pursuant to subsections (i), (ii), or (iii), or (iv) of this Section 6 (b6(b), NOVA shall first give Employee written notice of such intent, detailed and specific description of the reasons and basis therefor, and thirty (30) days to remedy or cure such perceived breaches or deficiencies by Employee (the "Cure Period"); provided, -------- however, that with respect only to breaches that it is not possible to cure ------- within such thirty (30) day period, so long as Employee is diligently using her best efforts to cure such breaches or deficiencies within such period and thereafter, the Cure Period shall be automatically extended for an additional period of time (not to exceed sixty (60) days) to enable Employee to cure such breaches or deficiencies, provided, further, that -------- ------- Employee continues to diligently use her best efforts to cure such breaches or deficiencies. If Employee does not cure the perceived breaches or deficiencies within the Cure Period, NOVA may discharge Employee immediately upon written notice to Employee. If NOVA desires to terminate Employee's Employment pursuant to subsection (viv) of this Section 6(b), NOVA shall first give Employee three (3) days prior written notice of such intent.

Term and Termination of Employment. (a) This Agreement shall be effective as of the Effective Date. (b) Employee's Employment shall terminate immediately upon the discharge of Employee by NOVA for "Cause." For the purpose purposes of this Agreement, the term "Cause," when used with respect to termination by NOVA of Employee's Employment hereunder, shall mean termination as a result of: (i) Employee's competition with violation of the Business of NOVA either directly covenants set forth in Section 10 or indirectly, 11; (ii) Employee's willful, intentional, or grossly negligent failure to perform her his duties under this Agreement diligently and in accordance with the directions of NOVA; (iii) Employee's willful, intentional, or grossly negligent failure to comply with the decisions or policies of NOVA; or (iv) Employee's failure to discharge Employee's duty of loyalty to NOVA; or (v) final conviction of Employee of a felony; provided, however, that in the event NOVA desires to terminate --------- ------- Employee's Employment pursuant to subsections (i), (ii), or (iii), or (iv) of this Section 6 (b6(b), NOVA shall first give Employee written notice of such intent, detailed and specific description of the reasons and basis therefor, and thirty (30) days to remedy or cure such perceived breaches or deficiencies by Employee (the "Cure Period"); provided, however, that with --------- ------- respect only to breaches that it is not possible to cure within such thirty (30) day period, so long as Employee is diligently using his best efforts to cure such breaches or deficiencies within such period and thereafter, the Cure Period shall be automatically extended for an additional period of time (not to exceed sixty (60) days) to enable Employee to cure such breaches or deficiencies, provided, further, that --------- -------- Employee continues to diligently use his best efforts to cure such breaches or deficiencies. If Employee does not cure the perceived breaches or deficiencies within the Cure Period, NOVA may discharge Employee immediately upon written notice to Employee. If NOVA desires to terminate Employee's Employment pursuant to subsection (viv) of this Section 6(b), NOVA shall first give Employee three (3) days prior written notice of such intent.

Term and Termination of Employment. (a) This Agreement shall be effective as of the Effective Date. (b) Employee's ’s Employment shall terminate immediately upon the discharge of Employee by Parent for "“Cause." ” For the purpose purposes of this Agreement, the term "“Cause," ” when used with respect to termination by NOVA Parent of Employee's ’s Employment hereunder, shall mean termination as a result of: (i) Employee's competition with ’s material violation of the Business of NOVA either directly covenants set forth in Section 11 or indirectly12, (ii) Employee's ’s willful, intentional, or grossly negligent failure to perform her his duties under this Agreement diligently and in accordance with the directions of NOVAParent; (iii) Employee's ’s willful, intentional, or grossly negligent failure to comply with the good faith decisions or policies of NOVA; (iv) Employee's failure to discharge Employee's duty of loyalty to NOVAParent; or (viv) final conviction of Employee of a felonyfelony materially adversely affecting Parent; provided, however, that in the event NOVA Parent desires to terminate Employee's ’s Employment pursuant to subsections (i), (ii), or (iii), or (iv) of this Section 6 (b7(b), NOVA Parent shall first give Employee written notice of such intent, detailed and specific description of the reasons and basis therefor, and thirty (30) days to remedy or cure such perceived breaches breach or deficiencies by Employee deficiency (the "“Cure Period"”); provided, however, that with respect only to a breach that it is not possible to cure within such thirty (30) day period, so long as Employee is diligently using his best efforts to cure such breach or deficiency within such period and thereafter, the Cure Period shall be automatically extended for an additional period of time (not to exceed sixty (60) additional days) to enable Employee to cure such breach or deficiency, provided, further, that Employee continues to diligently use his best efforts to cure such breach or deficiency. If Employee does not cure the perceived breaches breach or deficiencies deficiency within the Cure Period, NOVA Parent may discharge Employee immediately upon written notice to Employee. If NOVA Parent desires to terminate Employee's ’s Employment pursuant to subsection (viv) of this Section 6(b7(b), NOVA Parent shall first give Employee three (3) days prior written notice of such intent.

Term and Termination of Employment. (a) This Agreement shall be effective as of the Effective Date. (b) Employee's Employment shall terminate immediately upon the discharge of Employee by NOVA for "Cause." For the purpose purposes of this Agreement, the term "Cause," when used with respect to termination by NOVA of Employee's Employment hereunder, shall mean termination as a result of: (i) Employee's competition with violation of the Business of NOVA either directly covenants set forth in Section 10 or indirectly, 11; (ii) Employee's willful, intentional, or grossly negligent failure to perform her his duties under this Agreement diligently and in accordance with the directions of NOVA; (iii) Employee's willful, intentional, or grossly negligent failure to comply with the decisions or policies of NOVA; or (iv) Employee's failure to discharge Employee's duty of loyalty to NOVA; or (v) final conviction of Employee of a felony; provided, however, that ----------------- in the event NOVA desires to terminate Employee's Employment pursuant to subsections (i), (ii), or (iii), or (iv) of this Section 6 (b6(b), NOVA shall first give Employee written notice of such intent, detailed and specific description of the reasons and basis therefor, and thirty (30) days to remedy or cure such perceived breaches or deficiencies by Employee (the "Cure Period"); provided, however, that with respect only to breaches that it ----------------- is not possible to cure within such thirty (30) day period, so long as Employee is diligently using his best efforts to cure such breaches or deficiencies within such period and thereafter, the Cure Period shall be automatically extended for an additional period of time (not to exceed sixty (60) days) to enable Employee to cure such breaches or deficiencies, provided, further, that Employee continues to diligently ----------------- use his best efforts to cure such breaches or deficiencies. If Employee does not cure the perceived breaches or deficiencies within the Cure Period, NOVA may discharge Employee immediately upon written notice to Employee. If NOVA desires to terminate Employee's Employment pursuant to subsection (viv) of this Section 6(b), NOVA shall first give Employee three (3) days prior written notice of such intent.

Term and Termination of Employment. (a) This Agreement shall be effective as of the Effective Date. (b) Employee's Employment shall terminate immediately upon the discharge of Employee by NOVA for "Cause." For the purpose purposes of this Agreement, the term "Cause," when used with respect to termination by NOVA of Employee's Employment hereunder, shall mean termination as a result of: (i) Employee's competition with violation of the Business of NOVA either directly covenants set forth in Section 10 or indirectly, 11; (ii) Employee's willful, intentional, or grossly negligent failure to perform her his duties under this Agreement diligently and in accordance with the directions of NOVA; (iii) Employee's willful, intentional, or grossly negligent failure to comply with the decisions or policies of NOVA; or (iv) Employee's failure to discharge Employee's duty of loyalty to NOVA; or (v) final conviction of Employee of a felony; provided, however, that in the -------- ------- event NOVA desires to terminate Employee's Employment pursuant to subsections (i), (ii), or (iii), or (iv) of this Section 6 (b6(b), NOVA shall first give Employee written notice of such intent, detailed and specific description of the reasons and basis therefor, and thirty (30) days to remedy or cure such perceived breaches or deficiencies by Employee (the "Cure Period"); provided, -------- however, that with respect only to breaches that it is not possible to cure ------- within such thirty (30) day period, so long as Employee is diligently using his best efforts to cure such breaches or deficiencies within such period and thereafter, the Cure Period shall be automatically extended for an additional period of time (not to exceed sixty (60) days) to enable Employee to cure such breaches or deficiencies, provided, further, that -------- ------- Employee continues to diligently use his best efforts to cure such breaches or deficiencies. If Employee does not cure the perceived breaches or deficiencies within the Cure Period, NOVA may discharge Employee immediately upon written notice to Employee. If NOVA desires to terminate Employee's Employment pursuant to subsection (viv) of this Section 6(b), NOVA shall first give Employee three (3) days prior written notice of such intent.

Term and Termination of Employment. (a) This Agreement shall be effective as of the Effective Date. (b) Employee's ’s Employment shall terminate immediately upon the discharge of Employee by Parent for "“Cause." ” For the purpose purposes of this Agreement, the term "“Cause," ” when used with respect to termination by NOVA Parent of Employee's ’s Employment hereunder, shall mean termination as a result of: (i) Employee's competition with ’s violation of the Business of NOVA either directly covenants set forth in Section 10 or indirectly, 11; (ii) Employee's ’s willful, intentional, or grossly negligent failure to perform her duties under this Agreement diligently and in accordance with the directions of NOVAParent; (iii) Employee's ’s willful, intentional, or grossly negligent failure to comply with the decisions or policies of NOVA; (iv) Employee's failure to discharge Employee's duty of loyalty to NOVAParent; or (viv) final conviction of Employee of a felony; provided, however, that in the event NOVA Parent desires to terminate Employee's ’s Employment pursuant to subsections (i), (ii), or (iii), or (iv) of this Section 6 (b6(b), NOVA Parent shall first give Employee written notice of such intent, detailed and specific description of the reasons and basis therefor, and thirty (30) days to remedy or cure such perceived breaches or deficiencies by Employee (the "“Cure Period"”); provided, however, that with respect only to breaches that it is not possible to cure within such thirty (30) day period, so long as Employee is diligently using her best efforts to cure such breaches or deficiencies within such period and thereafter, the Cure Period shall be automatically extended for an additional period of time (not to exceed sixty (60) days) to enable Employee to cure such breaches or deficiencies, provided, further, that Employee continues to diligently use her best efforts to cure such breaches or deficiencies. If Employee does not cure the perceived breaches or deficiencies within the Cure Period, NOVA Parent may discharge Employee immediately upon written notice to Employee. If NOVA Parent desires to terminate Employee's ’s Employment pursuant to subsection (viv) of this Section 6(b), NOVA Parent shall first give Employee three (3) days prior written notice of such intent.

Term and Termination of Employment. (a) This Agreement shall be effective as of the Effective Date. (b) Employee's Employment shall terminate immediately upon the discharge of Employee by NOVA for "Cause." For the purpose purposes of this Agreement, the term "Cause," when used with respect to termination by NOVA of Employee's Employment hereunder, shall mean termination as a result of: (i) Employee's competition with violation of the Business of NOVA either directly covenants set forth in Section 10 or indirectly, 11; (ii) Employee's willful, intentional, or grossly negligent failure to perform her duties under this Agreement diligently and in accordance with the directions of NOVA; (iii) Employee's willful, intentional, or grossly negligent failure to comply with the decisions or policies of NOVA; or (iv) Employee's failure to discharge Employee's duty of loyalty to NOVA; or (v) final conviction of Employee of a felony; provided, however, that in the -------- ------- event NOVA desires to terminate Employee's Employment pursuant to subsections (i), (ii), or (iii), or (iv) of this Section 6 (b6(b), NOVA shall first give Employee written notice of such intent, detailed and specific description of the reasons and basis therefor, and thirty (30) days to remedy or cure such perceived breaches or deficiencies by Employee (the "Cure Period"); provided, however, that with respect only -------- ------- to breaches that it is not possible to cure within such thirty (30) day period, so long as Employee is diligently using her best efforts to cure such breaches or deficiencies within such period and thereafter, the Cure Period shall be automatically extended for an additional period of time (not to exceed sixty (60) days) to enable Employee to cure such breaches or deficiencies, provided, -------- further, that Employee continues to diligently use her best efforts to cure such ------- breaches or deficiencies. If Employee does not cure the perceived breaches or deficiencies within the Cure Period, NOVA may discharge Employee immediately upon written notice to Employee. If NOVA desires to terminate Employee's Employment pursuant to subsection (viv) of this Section 6(b), NOVA shall first give Employee three (3) days prior written notice of such intent.

Term and Termination of Employment. (a) This Agreement shall be effective as of the Effective Date. (b) Employee's Employment shall terminate immediately upon the discharge of Employee by NOVA for "Cause." For the purpose purposes of this Agreement, the term "Cause," when used with respect to termination by NOVA of Employee's Employment hereunder, shall mean termination as a result of: (i) Employee's competition with violation of the Business of NOVA either directly covenants set forth in Section 10 or indirectly, 11; (ii) Employee's willful, intentional, or grossly negligent failure to perform her duties under this Agreement diligently and in accordance with the directions of NOVA; (iii) Employee's willful, intentional, or grossly negligent failure to comply with the decisions or policies of NOVA; or (iv) Employee's failure to discharge Employee's duty of loyalty to NOVA; or (v) final conviction of Employee of a felony; provided, however, that in the event NOVA desires to terminate --------- ------- Employee's Employment pursuant to subsections (i), (ii), or (iii), or (iv) of this Section 6 (b6(b), NOVA shall first give Employee written notice of such intent, detailed and specific description of the reasons and basis therefor, and thirty (30) days to remedy or cure such perceived breaches or deficiencies by Employee (the "Cure Period"); provided, however, that with --------- ------- respect only to breaches that it is not possible to cure within such thirty (30) day period, so long as Employee is diligently using her best efforts to cure such breaches or deficiencies within such period and thereafter, the Cure Period shall be automatically extended for an additional period of time (not to exceed sixty (60) days) to enable Employee to cure such breaches or deficiencies, provided, further, that --------- ------- Employee continues to diligently use her best efforts to cure such breaches or deficiencies. If Employee does not cure the perceived breaches or deficiencies within the Cure Period, NOVA may discharge Employee immediately upon written notice to Employee. If NOVA desires to terminate Employee's Employment pursuant to subsection (viv) of this Section 6(b), NOVA shall first give Employee three (3) days prior written notice of such intent.

Term and Termination of Employment. (a) This Agreement shall be effective as of the Effective Date. (b) Employee's Employment shall terminate immediately upon the discharge of Employee by NOVA for "Cause." For the purpose purposes of this Agreement, the term "Cause," when used with respect to termination by NOVA of Employee's Employment hereunder, shall mean termination as a result of: (i) Employee's competition with violation of the Business of NOVA either directly covenants set forth in Section 10 or indirectly, 11; (ii) Employee's willful, intentional, or grossly negligent failure to perform her his duties under this Agreement diligently and in accordance with the directions of NOVA; (iii) Employee's willful, intentional, or grossly negligent failure to comply with the decisions or policies of NOVA; or (iv) Employee's failure to discharge Employee's duty of loyalty to NOVA; or (v) final conviction of Employee of a felony; provided, however, that in the -------- ------- event NOVA desires to terminate Employee's Employment pursuant to subsections (i), (ii), or (iii), or (iv) of this Section 6 (b6(b), NOVA shall first give Employee written notice of such intent, detailed and specific description of the reasons and basis therefor, and thirty (30) days to remedy or cure such perceived breaches or deficiencies by Employee (the "Cure Period"); provided, -------- however, that with respect only to breaches that it is not possible to cure ------- within such thirty (30) day period, so long as Employee is diligently using his best efforts to cure such breaches or deficiencies within such period and thereafter, the Cure Period shall be automatically extended for an additional period of time (not to exceed sixty (60) days) to enable Employee to cure such breaches or deficiencies, provided, further, that -------- ------- Employee continues to diligently use his best efforts to cure such breaches or deficiencies. If Employee does not cure the perceived breaches or deficiencies within the Cure Period, NOVA may discharge Employee immediately upon written notice to Employee. If NOVA desires to terminate Employee's Employment pursuant to subsection (viv) of this Section 6(b), NOVA shall first give Employee three (3) days prior written notice of such intent. Notwithstanding anything to the contrary contained herein, NOVA shall not be entitled to discharge Employee for "Cause" pursuant to this provision because of Employee's failure to perform his duties or to comply with the decisions or policies of NOVA if performance of such duties or compliance with such decisions or policies of NOVA would be illegal or inconsistent with the rules and regulations of any regulatory agency governing the duties of a Chief Financial Officer or Principal Accounting Officer.

Term and Termination of Employment. (a) This Agreement shall be effective as of the Effective Date. (b) Employee's Employment shall terminate immediately upon the discharge of Employee by NOVA for "Cause." For the purpose purposes of this Agreement, the term "Cause," when used with respect to termination by NOVA of Employee's Employment hereunder, shall mean termination as a result of: (i) Employee's competition with violation of the Business of NOVA either directly covenants set forth in Section 10 or indirectly, 11; (ii) Employee's willful, intentional, or grossly negligent failure to perform her his duties under this Agreement diligently and in accordance with the directions of NOVA; (iii) Employee's willful, intentional, or grossly negligent failure to comply with the decisions or policies of NOVA; or (iv) Employee's failure to discharge Employee's duty of loyalty to NOVA; or (v) final conviction of Employee of a felony; provided, however, that in the event NOVA desires to terminate Employee's Employment pursuant to subsections (i), (ii), or (iii), or (iv) of this Section 6 (b6(b), NOVA shall first give Employee written notice of such intent, detailed and specific description of the reasons and basis therefor, and thirty (30) days to remedy or cure such perceived breaches or deficiencies by Employee (the "Cure Period"); provided, however, that with respect only to breaches that it is not possible to cure within such thirty (30) day period, so long as Employee is diligently using his best efforts to cure such breaches or deficiencies within such period and thereafter, the Cure Period shall be automatically extended for an additional period of time (not to exceed sixty (60) days) to enable Employee to cure such breaches or deficiencies, provided, further, that Employee continues to diligently use his best efforts to cure such breaches or deficiencies. If Employee does not cure the perceived breaches or deficiencies within the Cure Period, NOVA may discharge Employee immediately upon written notice to Employee. If NOVA desires to terminate Employee's Employment pursuant to subsection (viv) of this Section 6(b), NOVA shall first give Employee three (3) days prior written notice of such intent.