Common use of Termination By Company With Cause Clause in Contracts

Termination By Company With Cause. The Company may terminate the Employee’s employment at any time with Cause. As used in this Agreement, “Cause” shall include the following: (1) the Employee’s failure or inability to perform Employee’s duties under this Agreement; (2) dishonesty or other serious misconduct, (3) the commission of an unlawful act material to Employee’s employment, (4) a material violation of the Company’s policies or practices which reasonably justifies immediate termination; (5) committing, pleading guilty, nolo contendre or no contest (or their equivalent) to, entering into a pretrial intervention or diversion program regarding, or conviction of, a felony or any crime or act involving moral turpitude, fraud, dishonesty, or misrepresentation; (6) the commission by the Employee of any act which could reasonably affect or impact to a material degree the interests of the Company or Related Entities or in some manner injure the reputation, business, or business relationships of the Company or Related Entities; (7) the Employee’s inability to perform an essential function of Employee’s position; or (8) any material breach by Employee of this Agreement. The Company may terminate this Agreement for Cause at any time without notice. In the event of a termination for Cause, the Company shall be relieved of all its obligations to the Employee provided for by this Agreement as of the effective date of termination, and all payments to the Employee hereunder shall immediately cease and terminate as of such date, except that Employee shall be entitled to receive any unpaid base salary, bonuses or benefits owing to Employee up to and including the effective date of termination, provided, however, that the Employee’s obligations under Sections 6 and 7 shall survive such a termination for Cause and any liabilities or obligations which have accrued and are owed by the Employee to the Company shall not be extinguished or released thereby.

Termination By Company With Cause. The In addition to any other remedies available to the Company may terminate the Employee’s employment at any time with Cause. As used law, in equity or as set forth in this Agreement, “Cause” shall include the following: (1) the Employee’s failure or inability to perform Employee’s duties under this Agreement; (2) dishonesty or other serious misconduct, (3) the commission of an unlawful act material to Employee’s employment, (4) a material violation of the Company’s policies or practices which reasonably justifies immediate termination; (5) committing, pleading guilty, nolo contendre or no contest (or their equivalent) to, entering into a pretrial intervention or diversion program regarding, or conviction of, a felony or any crime or act involving moral turpitude, fraud, dishonesty, or misrepresentation; (6) the commission by the Employee of any act which could reasonably affect or impact to a material degree the interests of the Company or Related Entities or in some manner injure the reputation, business, or business relationships of the Company or Related Entities; (7) the Employee’s inability to perform an essential function of Employee’s position; or (8) any material breach by Employee of this Agreement. The Company may terminate this Agreement for Cause at any time without notice. In the event of a termination for Cause, the Company shall be relieved have the right, upon written notice to Executive, to terminate his employment hereunder immediately without any further liability or obligation to him in respect of all his employment (other than its obligations obligation to pay Base Salary, any MIC Plan bonus that has been earned based on the Employee provided for by this Agreement Company's receipt of audited financial results, prorated as of the effective date of termination, provided that such bonus is approved for payment by the Company's Board of Directors, vacation time accrued but unpaid, each calculated as of the date of termination, and all payments reimbursement of expenses incurred prior to the Employee date of termination in accordance with this Agreement) if Executive: (a) breaches any material provision of this Agreement; or (b) is convicted of or pleads nolo contendere to any felony; or (c) is convicted of or pleads nolo contendere to any misdemeanor involving moral turpitude and the conduct underlying such misdemeanor has an adverse or detrimental effect on the Company, its reputation, or its business, as determined by the board of directors of the Company; or (d) has committed any act of fraud, misappropriation of funds or embezzlement in connection with his employment hereunder (a "Termination With Cause"). Notwithstanding the foregoing, no purported Termination With Cause pursuant to (a) of this Section 4.1 shall immediately cease be effective unless all of the following provisions shall have been complied (i) Executive shall be given written notice by the Board of Directors of the intention to effect a Termination With Cause, such notice to state in detail the particular circumstances that constitute the grounds on which the proposed Termination With Cause is based; and terminate (ii) Executive shall have fifteen (15) business days after receiving such notice in which to cure such grounds, to the extent such cure is possible. Executive acknowledges that the Company's obligations to pay Base Salary, MIC Plan Bonuses, vacation time and reimbursement of certain expenses as described above, together with any rights or benefits under any written plan or agreement which have vested on or prior to the termination date of such dateExecutive's employment under this Section 4.1 (including vested benefits under the German Pension Plan), except that Employee constitute the only payments which Executive shall be entitled to receive any unpaid base salary, bonuses or benefits owing to Employee up to and including the effective date of termination, provided, however, that the Employee’s obligations under Sections 6 and 7 shall survive such a termination for Cause and any liabilities or obligations which have accrued and are owed by the Employee to from the Company or any of its subsidiaries, including, without limitation, EVI, hereunder or pursuant to any plan or arrangement with EVI, in the event of any termination of his employment pursuant to this Section 4.1, and neither the Company nor any of its subsidiaries shall not be extinguished have any further liability or released therebyobligation to him hereunder or otherwise in respect of his employment with the Company or any of its subsidiaries after such termination.

Termination By Company With Cause. The Company may terminate the Employee’s 's employment at any time with Cause. As used in this Agreement, “"Cause” " shall include mean the following: (1i) the Employee’s failure an act of fraud or inability to perform Employee’s duties under this Agreement; (2) dishonesty embezzlement of money or other serious misconduct, (3) the commission of an unlawful act material to Employee’s employment, (4) a material violation of the Company’s policies tangible or practices which reasonably justifies immediate termination; (5) committing, pleading guilty, nolo contendre intangible assets or no contest (or their equivalent) to, entering into a pretrial intervention or diversion program regarding, or conviction of, a felony or any crime or act involving moral turpitude, fraud, dishonesty, or misrepresentation; (6) the commission by the Employee of any act which could reasonably affect or impact to a material degree the interests property of the Company or Related Entities or in some manner injure Monterey; (ii) repeated absenteeism (other than as a result of a Disability) which is not rectified to the reputation, business, or business relationships reasonable satisfaction of the Board of Directors of the Company or Related Entitieswithin fifteen (15) days after written notice to Employee of such absenteeism; (7iii) the Employee’s inability conviction of Employee of a felony involving fraud or dishonesty or of a felony that results in material injury to perform an essential function of Employee’s positionthe Company or Monterey; or (8) iv) breach of any material breach term of this Agreement that is not cured to the reasonable satisfaction of the Board of Directors within fifteen (15) days after written notice to Employee of said breach, or willful or habitual neglect by Employee of this Agreement. The Company may terminate the duties which he is required to perform under the terms of this Agreement for Cause at any time without noticethat is not cured to the reasonable satisfaction of the Board of Directors within fifteen (15) days after written notice to Employee of said neglect. In the event of a termination for Causepursuant to this Section 4(d), the Company shall be relieved of all its obligations to the Employee provided for by this Agreement as of the effective date of termination, and all payments to the Employee hereunder shall immediately cease and terminate as of such date, except that Employee shall be entitled to receive any pay Employee's unpaid base salary, bonuses or benefits salary owing to Employee up to through and including the effective date of terminationEmployee's termination and, providedon a delayed basis as soon as the amount is determinable, however, that the Employee’s obligations under Sections 6 and 7 shall survive prorated portion of any bonus which would be payable for the year in which such a termination for Cause and any liabilities or obligations which have accrued and are owed by the Employee to the Company shall not be extinguished or released therebymay occur.

Termination By Company With Cause. The Company may terminate the Employee’s employment at any time with Cause. As used in this Agreement, “Cause” shall include the following: (1) the Employee’s failure or inability to perform Employee’s duties under this Agreement; (2) dishonesty or other serious misconduct, (3) the commission of an unlawful act material to Employee’s employment, (4) a material violation of the Company’s policies or practices which reasonably justifies immediate termination; (5) committing, pleading guilty, nolo contendre or no contest (or their equivalent) to, entering into a pretrial intervention or diversion program regarding, or conviction of, a felony or any crime or act involving moral turpitude, fraud, dishonesty, or misrepresentation; (6) the commission by the Employee of any act which could reasonably affect or impact to a material degree the interests of the Company or Related Entities or in some manner injure the reputation, business, or business relationships of the Company or Related Entities; (7) the Employee’s inability to perform an essential function of Employee’s position; or (8) any material breach by Employee of this Agreement. The Company may terminate this Agreement for Cause at any time without noticeupon and by giving advance notice to Employee of the particular act(s) or failure(s) to act providing the basis for termination (the “Default”). Notwithstanding the foregoing, to the extent the Default is contested by Employee as factually inaccurate, then, in any such case, the Company will give Employee the opportunity (a) to cure the Default, if curable, within ten (10) days’ notice of the Default or (b) to immediately provide evidence satisfactory to the Company establishing that the Default did not occur. If Company determines Employee has cured the Default or produced evidence satisfactory to the Company that the Default did not occur, the Employee shall not be entitled to any damages and the continued employment of the Employee will be the only remuneration to which Employee is entitled. In the event Company determines that Employee has not cured the Default or has not established to the satisfaction of a termination for Causethe Company that the Default did not occur, the Company shall be relieved of all its obligations to the will give Employee provided for by this Agreement as of the effective date notice of termination. In the event Company terminates Employee’s employment for Cause during the Contract Term, and all payments to the Employee hereunder shall immediately cease and terminate as of such dateprovided in this Section 8.1, except that Employee shall be entitled to receive any unpaid base salarythe following: (a) Continued payment of Base Salary at the rate in effect at the time of termination through the Termination Date; (b) Reimbursement for reasonable expenses incurred, bonuses or but not paid prior to the Termination Date, subject to the Company’s policies; and (c) Such rights to other compensation and benefits owing as may be provided in applicable plans and programs of the Company, including, without limitation, applicable employee benefit plans and programs, including COBRA benefits, if applicable, according to Employee up to the terms and including the effective date conditions of termination, such plans and programs provided, however, that the Employee’s obligations under Sections 6 and 7 nothing in this subsection shall survive such a termination for Cause and any liabilities or obligations which have accrued and are owed by the be read to entitle Employee to any unpaid bonus as of the Company shall not be extinguished or released therebyTermination Date, except to the extent provided elsewhere in this Agreement.

Termination By Company With Cause. The Company may terminate the Employee’s employment at any time with Cause. As used in this Agreement, “Cause” shall include the following: (1) the Employee’s failure or inability to perform Employee’s duties under this Agreement; (2) dishonesty or other serious misconduct, (3) the commission of an unlawful act material to Employee’s employment, (4) a material violation of the Company’s policies or practices which reasonably justifies immediate termination; (5) committing, pleading guilty, nolo contendre or no contest (or their equivalent) to, entering into a pretrial intervention or diversion program regarding, or conviction of, a felony or any crime or act involving moral turpitude, fraud, dishonesty, or misrepresentation; (6) the commission by the Employee of any act which could reasonably affect or impact to a material degree the interests of the Company or Related Entities or in some manner injure the reputation, business, or business relationships of the Company or Related Entities; (7) the Employee’s inability to perform an essential function of Employee’s position; or (8) any material breach by Employee of this Agreement. The Company may terminate this Agreement for Cause at any time without noticeduring the Term of Employment upon and by giving written notice to Employee of the particular act(s) or failure(s) to act providing the basis for termination (the “Default”). Provided however, that with respect to a Default alleged to have occurred under Sections 1.3(d), 1.3(e) or 1.3(i) of the Agreement, Company shall have first provided Employee with notice of the acts, duties or omissions Employee has committed or failed to observe or perform and Employee shall have fifteen (15) days from receipt of such notice to correct the acts or omissions with regard to such Default. In the event Company determines that Employee has not cured the Default or that Employee has not established to the satisfaction of a Company that the Default did not occur, Company will give Employee notice of termination effective the fifteenth (15th) day following the initial notice of Default. In the event Company terminates Employee’s employment for Cause, the Company Employee shall be relieved entitled to: (a) Base Salary at the rate in effect at the time of all its obligations termination through the effective date of the termination of employment; (b) Reimbursement for reasonable expenses incurred, but not paid prior to the effective date of such termination of employment, subject to Company’s policies including providing of supporting receipts; and (c) Such rights to other compensation and benefits as may be provided in applicable plans and programs of Company, including, without limitation, applicable employee benefit plans and programs, according to the terms and conditions of such plans and programs including COBRA benefits provided, however, that nothing in this subsection shall be read to entitle Employee provided for by this Agreement to any unpaid bonus as of the effective date of termination, and all payments to the Employee hereunder shall immediately cease and terminate as of such date, except that Employee shall be entitled to receive any unpaid base salary, bonuses or benefits owing to Employee up to and including the effective date of termination, provided, however, that the Employee’s obligations under Sections 6 and 7 shall survive such a termination for Cause and any liabilities or obligations which have accrued and are owed by the Employee to the Company shall not be extinguished or released thereby.

Termination By Company With Cause. The Company may terminate the Employee’s employment at any time with Cause. As used in this Agreement, “Cause” shall include the following: (1) the Employee’s failure or inability to perform Employee’s duties under this Agreement; (2) dishonesty or other serious misconduct, (3) the commission of an unlawful act material to Employee’s employment, (4) a material violation of the Company’s policies or practices which reasonably justifies immediate termination; (5) committing, pleading guilty, nolo contendre or no contest (or their equivalent) to, entering into a pretrial intervention or diversion program regarding, or conviction of, a felony or any crime or act involving moral turpitude, fraud, dishonesty, or misrepresentation; (6) the commission by the Employee of any act which could reasonably affect or impact to a material degree the interests of the Company or Related Entities or in some manner injure the reputation, business, or business relationships of the Company or Related Entities; (7) the Employee’s inability to perform an essential function of Employee’s position; or (8) any material breach by Employee of this Agreement. The Company may terminate this Agreement for Cause at any time without notice. In effective immediately, with Company's only obligation being the event payment of a termination for Causesalary and accrued, the Company shall be relieved of all its obligations to the Employee provided for by this Agreement unused vacation compensation earned as of the effective date of termination, and all payments by written notice to Executive if Executive: (i) commits a material violation of this Agreement; or (ii) engages in any of the following forms of misconduct: commission of any material act involving dishonesty or moral turpitude; theft of Company's property; or willful misconduct, including but not limited to willful disregard of any directive of the Chairman of the Board or the Board (either of (i) or (ii) being deemed to be “with cause” hereunder). The written notice from Company to Executive shall disclose, in reasonable detail, the basis on which Company believes that Executive's termination is with cause. If Executive provides written notice to Company of Executive's intent to dispute the existence of such cause within twenty four (24) hours of Executive's receipt of Company's notice of termination with cause, Company shall permit Executive to appear at a Board meeting (which meeting may be telephonic) to present Executive's response to the Employee hereunder written notice. With prior notice to the Company, Executive's personal attorney will be allowed to attend such Board meeting. No later than two (2) business days after such meeting, the Board shall immediately cease and terminate determine whether (a) to rescind its termination of Executive's employment, (b) to reclassify such termination as a termination without cause, or (c) to affirm the termination with cause. Company shall promptly notify Executive of any such datedetermination in writing. If Executive does not dispute the existence of cause for his termination, except that Employee such termination shall be entitled effective on the date set forth in the original notice of termination. If Executive disputes the existence of cause for his termination before the Board and such termination is not rescinded, such termination shall be effective on the first to receive any unpaid base salary, bonuses occur of (i) the date set forth in the original notice of termination or benefits owing to Employee up to and including (ii) the effective date of the Board's determination to reclassify or affirm the termination, provided, however, that the Employee’s obligations under Sections 6 and 7 shall survive such a termination for Cause and any liabilities or obligations which have accrued and are owed by the Employee to the Company shall not be extinguished or released thereby.

Termination By Company With Cause. The Company may terminate the Employee’s employment at any time with Cause. As used in this Agreement, “Cause” shall include the following: (1) the Employee’s failure or inability to perform Employee’s duties under this Agreement, excepting death or disability as per 6(a) and 6(b) above; (2) dishonesty or other serious misconduct, (3) the commission of an unlawful act material to Employee’s employment, (4) a material violation of the Company’s policies or practices which reasonably justifies immediate termination; (5) committing, pleading guilty, nolo contendre or no contest (or their equivalent) to, entering into a pretrial intervention or diversion program regarding, or conviction of, a felony or any crime or act involving moral turpitude, fraud, dishonesty, or misrepresentation; (6) the commission by the Employee of any act which could reasonably affect or impact to a material degree the interests of the Company or Related Entities or in some manner injure the reputation, business, or business relationships of the Company or Related Entities; (7) the Employee’s inability to perform an essential function of Employee’s position; or (8) any material breach by Employee of this Agreement. The Company may terminate this Agreement for Cause at any time without notice. In the event of a termination for Cause, the Company shall be relieved of all its obligations to the Employee provided for by this Agreement as of the effective date of termination, and all payments to the Employee hereunder shall immediately cease and terminate as of such date, except that Employee shall be entitled to receive any unpaid the annual base salary, bonuses or benefits owing to Employee salary hereunder up to and including the effective date of termination, provided, however, that the Employee’s obligations under Sections 6 7 and 7 8 shall survive such a termination Termination for Cause and any liabilities or obligations which have accrued and are owed by the Employee to the Company shall not be extinguished or released thereby.

Termination By Company With Cause. The Company Company, by majority cote of the Board of Directors, may terminate the EmployeeExecutive’s employment at any time with Cause. For purposes of any vote for termination by the Board of Directors pursuant to this Section 9(d), the Executive shall not be included in the vote. As used in this Agreement, “Cause” shall include mean the following: (1) insufficient productivity, or the EmployeeExecutive’s failure or inability to perform EmployeeExecutive’s duties under this Agreement; (2) dishonesty or other serious dishonesty, misconduct, or unlawful acts that adversely affect the Company; (3) the commission of an unlawful act material to Employee’s employment, (4) a material violation of the Company’s policies or practices which reasonably justifies immediate termination; (54) committing, pleading guilty, nolo contendre guilty or no contest (or their equivalent) to, entering into a pretrial intervention or diversion program regarding, or conviction of, a felony or any crime or act involving moral turpitude, fraud, dishonesty, or misrepresentation; (65) the commission by the Employee Executive of any act which could reasonably affect or impact be expected to a material degree the interests of the Company or Related Entities or in some manner materially injure the reputation, business, or business relationships of the Company or Related Entities, (6) any factors which, in the opinion of the Board of Directors of the Company, may have an adverse effect on the business of the Company or Related Entities; or (7) the Employee’s inability to perform an essential function of Employee’s position; or (8) any material breach by Employee Executive of this Agreement. The Company may terminate this Agreement for Cause, as defined in clauses (1) and (7) above, upon thirty days prior written notice (the “Cause Notification Period”) to Executive, but such termination shall only become effective in the event of Executive’s failure to cure the applicable breach or violation, to the reasonable satisfaction of Company, prior to the end of the Cause Notification Period. The Company may terminate this Agreement for Cause, as defined in clauses (2), (3), (4), (5) and (6) above, at any time without with no notice. In the event of a termination for Cause, the Company shall be relieved of all its obligations to the Employee Executive provided for by this Agreement as of the effective date of termination, and all payments to the Employee Executive hereunder shall immediately cease and terminate as of such date, except that Employee Executive shall be entitled to receive any unpaid the annual base salary, bonuses or benefits owing to Employee salary hereunder up to and including the effective date of termination, provided, however, that the Employee’s obligations under Sections 6 and 7 shall survive such a termination for Cause and any liabilities or obligations which have accrued and are owed by the Employee to the Company shall not be extinguished or released thereby.

Termination By Company With Cause. The Company may terminate the Employee’s employment at any time with Cause. As used in this Agreement, “"Cause” " shall include mean the following: (1) the Employee’s 's failure or inability to perform Employee’s duties under this AgreementAgreement to the reasonable satisfaction of the Board of Directors of the Company after being given written notice of the Employee’s deficiencies and having a period of at least ten (10) days to cure such deficiencies to the reasonable satisfaction of the Board of Directors; (2) dishonesty or other serious misconduct, (3) the commission of an unlawful act material to Employee’s employment, (4) a material violation of the Company’s 's policies or practices which reasonably justifies immediate termination; (5) committing, pleading guilty, nolo contendre or no contest (or their equivalent) to, entering into a pretrial intervention or diversion program regarding, or conviction of, a felony or any crime or act involving moral turpitude, fraud, dishonesty, or misrepresentation; (6) the commission by the Employee of any act which could reasonably affect or impact to a material degree the interests of the Company or Related Entities or in some manner injure the reputation, business, or business relationships of the Company or Related Entities; (7) the Employee’s 's inability to perform an essential function of Employee’s position; or (8) any material breach by Employee of this AgreementAgreement which, if unintentional and capable of being cured, is not cured within ten (10) of written notice of such breach by the Company to Employee. The Company may terminate this Agreement for Cause at any time without notice. In the event of a termination for Cause, the Company shall be relieved of all its obligations to the Employee provided for by this Agreement as of the effective date of termination, and all payments to the Employee hereunder shall immediately cease and terminate as of such date, except that Employee shall be entitled to receive any unpaid the annual base salary, bonuses or benefits owing to Employee salary hereunder up to and including the effective date of termination, provided, however, that the Employee’s obligations under Sections 6 and 7 of this Agreement shall survive such a termination Termination for Cause Cause, and any other liabilities or obligations which have accrued and are owed by the Employee to the Company shall not be extinguished or released therebyby such termination.

Termination By Company With Cause. The Company Company, by majority vote of the Board of Directors, may terminate the EmployeeExecutive’s employment at any time with Cause. For purposes of any vote for termination by the Board of Directors pursuant to this Section 9(d), the Executive’s vote shall not be counted. As used in this Agreement, “Cause” shall include mean the following: (1) insufficient productivity, or the EmployeeExecutive’s failure or inability to perform EmployeeExecutive’s duties under this Agreement; (2) dishonesty or other serious dishonesty, misconduct, or unlawful acts that adversely affect the Company; (3) the commission of an unlawful act material to Employee’s employment, (4) a material violation of the Company’s policies or practices which reasonably justifies immediate termination; (54) committing, pleading guilty, nolo contendre guilty or no contest (or their equivalent) to, entering into a pretrial intervention or diversion program regarding, or conviction of, a felony or any crime or act involving moral turpitude, fraud, dishonesty, or misrepresentation; (65) the commission by the Employee Executive of any act which could reasonably affect or impact be expected to a material degree the interests of the Company or Related Entities or in some manner materially injure the reputation, business, or business relationships of the Company or Related Entities, (6) any factors which, in the opinion of the Board of Directors of the Company, may have an adverse effect on the business of the Company or Related Entities; or (7) the Employee’s inability to perform an essential function of Employee’s position; or (8) any material breach by Employee Executive of this Agreement. The Company may terminate this Agreement for Cause, as defined in clauses (1) and (7) above, upon thirty days prior written notice (the “Cause Notification Period”) to Executive, but such termination shall only become effective in the event of Executive’s failure to cure the applicable breach or violation, to the reasonable satisfaction of Company, prior to the end of the Cause Notification Period. The Company may terminate this Agreement for Cause, as defined in clauses (2), (3), (4), (5) and (6) above, at any time without with no notice. In the event of a termination for Cause, the Company shall be relieved of all its obligations to the Employee Executive provided for by this Agreement as of the effective date of termination, and all payments to the Employee Executive hereunder shall immediately cease and terminate as of such date, except that Employee Executive shall be entitled to receive any unpaid the annual base salary, bonuses or benefits owing to Employee salary hereunder up to and including the effective date of termination, provided, however, that the Employee’s obligations under Sections 6 and 7 shall survive such a termination for Cause and any liabilities or obligations which have accrued and are owed by the Employee to the Company shall not be extinguished or released thereby.

Termination By Company With Cause. The Company Company, by majority vote of the Board of Directors, may terminate the EmployeeExecutive’s employment at any time with Cause. For purposes of any vote for termination by the Board of Directors pursuant to this Section 9(c), the Executive shall not be included in the vote. As used in this Agreement, “Cause” shall include mean the following: (1) insufficient productivity, or the EmployeeExecutive’s failure or inability to perform EmployeeExecutive’s duties under this Agreement; (2) dishonesty or other serious dishonesty, misconduct, or unlawful acts that adversely affect the Company; (3) the commission of an unlawful act material to Employee’s employment, (4) a material violation of the Company’s policies or practices which reasonably justifies immediate termination; (54) committing, pleading guilty, nolo contendre guilty or no contest (or their equivalent) to, entering into a pretrial intervention or diversion program regarding, or conviction of, a felony or any crime or act involving moral turpitude, fraud, dishonesty, or misrepresentation; (65) the commission by the Employee Executive of any act which could reasonably affect or impact be expected to a material degree the interests of the Company or Related Entities or in some manner materially injure the reputation, business, or business relationships of the Company or Related Entities, (6) any factors which, in the opinion of the Board of Directors of the Company, may have an adverse effect on the business of the Company or Related Entities; or (7) the Employee’s inability to perform an essential function of Employee’s position; or (8) any material breach by Employee Executive of this Agreement. The Company may terminate this Agreement for Cause, as defined in clauses (1) and (7) above, upon thirty days prior written notice (the “Cause Notification Period”) to Executive, but such termination shall only become effective in the event of Executive’s failure to cure the applicable breach or violation, to the reasonable satisfaction of Company, prior to the end of the Cause Notification Period. The Company may terminate this Agreement for Cause, as defined in clauses (2), (3), (4), (5) and (6) above, at any time without with no notice. In the event of a termination for Cause, the Company shall be relieved of all its obligations to the Employee Executive provided for by this Agreement as of the effective date of termination, and all payments to the Employee Executive hereunder shall immediately cease and terminate as of such date, except that Employee Executive shall be entitled to receive any unpaid the annual base salary, bonuses or benefits owing to Employee salary hereunder up to and including the effective date of termination, provided, however, that the Employee’s obligations under Sections 6 and 7 shall survive such a termination for Cause and any liabilities or obligations which have accrued and are owed by the Employee to the Company shall not be extinguished or released thereby.

Termination By Company With Cause. The Company may terminate the Employee’s employment at any time with Cause. As used in this Agreement, “Cause” shall include the following: (1) the Employee’s failure or inability to perform Employee’s duties under this Agreement; (2) dishonesty or other serious misconduct, (3) the commission of an unlawful act material to Employee’s employment, (4) a material violation of the Company’s policies or practices which reasonably justifies immediate termination; (5) committing, pleading guilty, nolo contendre or no contest (or their equivalent) to, entering into a pretrial intervention or diversion program regarding, or conviction of, a felony or any crime or act involving moral turpitude, fraud, dishonesty, or misrepresentation; (6) the commission by the Employee of any act which could reasonably affect or impact to a material degree the interests of the Company or Related Entities or in some manner injure the reputation, business, or business relationships of the Company or Related Entities; (7) the Employee’s inability to perform an essential function of Employee’s position; or (8) any material breach by Employee of this Agreement. The Company may terminate this Agreement for Cause at any time without notice. In the event of a termination for Cause, the Company shall be relieved of all its obligations to the Employee provided for by this Agreement as of the effective date of termination, and all payments to the Employee hereunder shall immediately cease and terminate as of such date, except that Employee shall be entitled to receive any unpaid the annual base salary, bonuses or benefits owing to Employee salary hereunder up to and including the effective date of termination, provided, however, that the Employee’s obligations under Sections 6 and 7 shall survive such a termination Termination for Cause and any liabilities or obligations which have accrued and are owed by the Employee to the Company shall not be extinguished or released thereby.