Common use of Termination by Company for Clause in Contracts

Termination by Company for. “Cause”: Company may at any time while you are employed by Company, by written notice, terminate your employment for Cause (as defined below), such Cause to be specified in the notice of termination. The following acts shall constitute “Cause” hereunder: (i) ceasing to perform your material duties to Company or any of its affiliates (other than as a result of vacation, approved leave, or your incapacity due to physical or mental illness or injury), which failure amounts to an extended neglect of such duties, (ii) engaging in conduct that is demonstrably and materially injurious to the business of Company or any of its affiliates, (iii) conviction of, or plea of guilty or no contest to, any misdemeanor involving as a material element fraud, dishonesty or sale or possession of illicit substances, or to a felony, (iv) failing to follow the lawful instructions of Company’s board of directors or your direct superiors to the extent such instructions have been communicated to you, or (v) your breach of any material covenant contained in this letter. Notice of termination given to you by Company shall specify the reason(s) for such termination, and in the case where a cause for termination described in clause (i), (iv) or (v) above shall be susceptible of cure, if you fail to cure such cause for termination within fifteen (15) days after the date of such notice, termination shall be effective upon the expiration of such fifteen (15)-day period, and if you cure such cause within such fifteen (15)-day period, such notice of termination shall be ineffective. In all other cases, notice of termination shall be effective on the date thereof. In the event of a termination of your employment by Company for Cause, you shall have no further rights to payments or benefits from Company other than the right to receive any accrued but unpaid salary, accrued vacation pay, any unreimbursed expenses and any accrued but unpaid benefits, in each case to the date of your termination and in accordance with the applicable Company plan or policy (collectively, the “Basic Termination Payments”), except that any entitlements you may have under the Plan shall be governed by its terms.

Termination by Company for. “Cause”: . Company may may, immediately and unilaterally, terminate Your employment hereunder for “cause” at any time while you are employed by Company, by written notice, terminate your employment time. Termination shall be for Cause (as defined below), such Cause to be specified in “cause” if it is based on any of the notice of termination. The following acts shall constitute “Cause” hereunderfollowing: (i) ceasing to perform your material duties to Company indictment or conviction of You of any of its affiliates (other than as a result of vacation, approved leavefelony, or your incapacity due conviction of You of any misdemeanor reasonably determined by the Company to physical or mental illness or injury), which failure amounts to an extended neglect of such duties, involve moral turpitude; (ii) engaging in conduct Your acts or omissions involving willful or intentional malfeasance or misconduct that is demonstrably and materially is, or may reasonably be expected to be, injurious to the business of Company Company, its business, reputation, prospects, or any of its affiliates, otherwise; (iii) conviction of, commission of any act of fraud or plea of guilty or no contest to, any misdemeanor involving as a material element fraud, dishonesty or sale or possession of illicit substances, or to a felony, embezzlement against Company; (iv) failing inability to follow legally perform Your duties for any reason in the lawful instructions of Company’s Louisville, Kentucky area; (v) authorizing or making significant financial expenditures or commitments beyond Your authority or levels budgeted by the Company and approved by the board of directors of the Company; and (vi) any act or your direct superiors to the extent such instructions have been communicated to youomission by You constituting a material breach of Your obligations under this Agreement, or provided, however, that Your employment shall not be terminated “for cause” under subsections (v) your breach of any material covenant contained in this letter. Notice of termination and (vi) unless you have been given to you written notice by Company shall specify the reason(s) Board stating the basis for such termination, and in a reasonable period of twenty (20) days to cure the case where a cause for termination described in clause (i)neglect or conduct that is the basis of such claim, (iv) so long as that neglect or (v) above shall be susceptible conduct relates directly to the substance of cure, if you Your performance as CEO. If You fail to cure such cause conduct, or such conduct cannot be cured, You shall have an opportunity to be heard by a quorum of the full Board or an appropriate Committee thereof and after such hearing, the Board (or Committee, if applicable) gives You written notice confirming that, in the judgment of a majority of the disinterested directors of the Company, “cause” for termination within fifteen (15) days after the date of such notice, termination shall be effective upon the expiration of such fifteen (15)-day period, and if you cure such cause within such fifteen (15)-day period, such notice of termination shall be ineffective. In all other cases, notice of termination shall be effective terminating Your employment on the date thereofbasis set forth in the original notice exists. In the event of a termination for “cause” pursuant to the provisions of your employment by Company for Causethis Section, you You shall have no further rights not be entitled to payments or benefits from Company other than the right to receive any accrued but unpaid Base Salary, Bonus, severance salary, accrued vacation pay, or any unreimbursed expenses and any accrued but unpaid other benefits, in each case except for amounts accrued prior to the effective date of your termination and in accordance with the except for those, if any, required to be extended by applicable Company plan or policy (collectively, the “Basic Termination Payments”), except that any entitlements you may have under the Plan shall be governed by its termslaw.