Common use of Termination By Company With Cause Clause in Contracts

Termination By Company With Cause. The Company has the right, at any time, subject to all of the provisions hereof, exercisable by serving notice, effective on or after the date of service of such notice as specified therein, to terminate the Executive's employment under this Agreement and discharge the Executive with Cause. As used in this Section 4.2, the term "Cause" shall mean and include (i) chronic alcoholism or controlled substance abuse as determined by a doctor mutually acceptable to the Company and the Executive, (ii) an act of proven fraud or dishonesty on the part of the Executive with respect to the Company or its subsidiaries; (iii) knowing and material failure by the Executive to comply with material applicable laws and regulations relating to the business of the Company or its subsidiaries; (iv) the Executive's material and continuing failure to perform (as opposed to unsatisfactory performance) his duties hereunder or a material breach by the Executive of this Agreement except, in each case, where such failure or breach is caused by the illness or other similar incapacity or disability of the Executive; or (v) conviction of a misdemeanor involving moral turpitude or a felony. Prior to the effectiveness of termination for Cause under subclause (i), (ii), (iii) or (iv) above, the Executive shall be given 30 days' prior notice from the Board specifically identifying the reasons which are alleged to constitute cause for any termination hereunder and an opportunity to be heard by the Board in the event Executive disputes such allegations. If Executive is terminated for Cause, the Company's obligation to the Executive shall be limited solely to the payment of unpaid Annual Salary accrued, bonuses earned, if any, and any Benefits vested up to the effective date specified in the Company's notice of termination.

Termination By Company With Cause. The Company has may terminate the right, Employee’s employment at any time, subject to all of the provisions hereof, exercisable by serving notice, effective on or after the date of service of such notice as specified therein, to terminate the Executive's employment under this Agreement and discharge the Executive time with Cause. As used in this Section 4.2Agreement, the term "“Cause" ” shall mean and include the following: (i1) chronic alcoholism the Employee’s failure or controlled substance abuse as determined by a doctor mutually acceptable inability to perform Employee’s duties under this Agreement 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 Executivereasonable satisfaction of the Board of Directors; (2) dishonesty or other serious misconduct (3) the commission of an unlawful act material to Employee’s employment, (ii4) an act of proven fraud or dishonesty on the part a material violation of the Executive with respect to the Company Company’s policies or its subsidiariespractices which reasonably justifies immediate termination; (iii5) knowing and material failure 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 Executive Employee of any act which could reasonably affect or impact to comply with a material applicable laws and regulations relating to degree the business interests of the Company or its subsidiariesRelated Entities or in some manner injure the business, or business relationships of the Company or Related Entities; (iv7) the Executive's material and continuing failure Employee’s inability to perform an essential function of Employee’s position; (as opposed to unsatisfactory performance) his duties hereunder or a 8) any material breach by the Executive Employee of this Agreement exceptwhich, in each caseif unintentional and capable of being cured, where is not cured within ten (10) days of written notice of such failure or breach is caused by the illness or other similar incapacity or disability of Company to Employee. The Company may terminate this Agreement for Cause at any time without notice. In the Executive; or (v) conviction event of a misdemeanor involving moral turpitude or a felony. Prior to the effectiveness of termination for Cause under subclause (i), (ii), (iii) or (iv) above, the Executive shall be given 30 days' prior notice from the Board specifically identifying the reasons which are alleged to constitute cause for any termination hereunder and an opportunity to be heard by the Board in the event Executive disputes such allegations. If Executive is terminated for Cause, the Company's obligation Company shall be relieved of all its obligations to the Executive 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 limited solely entitled to the payment annual base salary hereunder up to and including the effective date of unpaid Annual Salary accruedtermination, bonuses earnedprovided, if anyhowever, that the Employee’ s obligations under Sections 6 and 7 of this Agreement shall survive such a Termination for Cause, and any Benefits vested up other liabilities or obligations which have accrued and are owed by the Employee to the effective date specified in the Company's notice of Company shall not be extinguished or released by such termination.

Termination By Company With Cause. The Company has may terminate the right, Employee’s employment at any time, subject to all of the provisions hereof, exercisable by serving notice, effective on or after the date of service of such notice as specified therein, to terminate the Executive's employment under this Agreement and discharge the Executive time with Cause. As used in this Section 4.2Agreement, the term "“Cause" ” shall mean and include the following: (i1) chronic alcoholism the Employee’s willful or controlled substance abuse as determined by intentional failure to perform Employee’s duties under this Agreement; (2) dishonesty, misconduct, or unlawful acts that adversely affect the Company; (3) a doctor mutually acceptable to the Company and the Executive, (ii) an act of proven fraud or dishonesty on the part material violation of the Executive with respect to the Company Company’s policies or its subsidiariespractices which reasonably justifies immediate termination; (iii4) knowing and material failure pleading guilty or no contest to, or conviction of, a felony or any crime involving moral turpitude, fraud, dishonesty, or misrepresentation; (5) the intentional commission by the Executive Employee of any act which could reasonably be expected to comply with material applicable laws and regulations relating to materially injure the reputation, business, or business relationships of the Company or its subsidiariesRelated Entities; (iv6) the Executive's material and continuing failure Employee’s inability to perform an essential function of Employee’s position; or (as opposed to unsatisfactory performance7) his duties hereunder or a any material breach by the Executive Employee of this Agreement. The Company may terminate this Agreement exceptfor Cause, as defined in each case, where such failure or breach is caused by the illness or other similar incapacity or disability of the Executive; or clauses (v) conviction of a misdemeanor involving moral turpitude or a felony. Prior to the effectiveness of termination for Cause under subclause (i1), (ii3), (iii5), (6) or and (iv7) above, upon thirty days prior written notice (the Executive “Cause Notification Period”) to Employee, but such termination shall be given 30 days' prior notice from the Board specifically identifying the reasons which are alleged to constitute cause for any termination hereunder and an opportunity to be heard by the Board only become effective in the event Executive disputes such allegationsof Employee’s failure to cure the applicable breach or violation, to the reasonable satisfaction of Company, prior to the end of the Cause Notification Period. If Executive is terminated The Company may terminate this Agreement for Cause, as defined in clauses (2) and (4) above, at any time with no notice. In the event of a termination for Cause, the Company's obligation Company shall be relieved of all its obligations to the Executive shall be limited solely to the payment Employee provided for by this Agreement as of unpaid Annual Salary accrued, bonuses earned, if any, and any Benefits vested up to the effective date specified 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 the annual base salary hereunder up to and including the effective date of termination and, except in the Company's notice event of terminationtermination pursuant to (2) or (4), the severance compensation as provide in Section 5(f) below.