Termination by Employee for Cause. In the event of a Change of Control (as defined below) of the Company that results in either a substantial reduction or change of title in the Employee’s job duties related to his position as CFO or CEO, ,or a decrease in or a failure to provide the compensation or vested benefits under this Agreement or the Company initiates a substantial reduction or change of title in the Employee’s job duties related to his position as CFO, Employee shall have the right to resign his employment and will be entitled to a lump sum severance payment equal to twelve (12) months of Employee’s then base salary payable within thirty (30) days after the date of termination In addition, Employee will be entitled to payment of all unused vacation days at his current daily rate and a lump sum equal to all deferred salaries and earned bonuses. In addition, all Employee’s then outstanding but unvested stock options shall vest one hundred percent (100%). Employee shall have 12 months from the date written notice is given to Employee about the announcement and closing of a transaction resulting in a Change in Control of the Company that would result in a substantial change in the Employee’s job duties or decrease his compensation or vested benefits under this Agreement to resign or this Section 4(c) shall not apply. In the event Employee resigns from the Company for any other reason, Employee will not be entitled to receive or accrue any further Company benefits or other remuneration under this Agreement, and Employee specifically agrees that he will not be entitled to receive any severance pay. For purposes of this Section 4, a Change in Control shall be deemed to have occurred if any of the following occur:
(i) the merger or consolidation of the Company with or into another unaffiliated entity, or the merger of another unaffiliated entity into the Company or another subsidiary thereof with the effect that immediately after such transaction the stockholders of the Company immediately prior to such transaction hold less than fifty percent (50%) of the total voting power of all securities generally entitled to vote in the election of directors, managers or trustees of the entity surviving such merger or consolidation. This provision will not apply to any reorganization and reverse merger between the Company and any subsidiary (or any other similar entity established for a similar purpose);
(ii) the sale or transfer of more than fifty-one percent (51%) of the Company’s then outstanding...
Termination by Employee for Cause. The Employee may elect to terminate this Agreement at any time for cause provided he delivers written notice of such intention to terminate not less than sixty (60) days prior to the date of such termination, which notice shall specify in reasonable detail the circumstances claimed to provide the basis for such termination. As used in this subsection, the term for "cause" shall mean if the Company unreasonably changes Employee's duties, responsibilities, or working conditions or takes any other actions which impede Employee in the performance of his duties hereunder. If the Employee terminates this Agreement for cause, the Company shall, as severance pay, pay the Employee an amount equal to six (6) months of his compensation then in effect.
Termination by Employee for Cause. Employee may terminate this Agreement for “Employee Cause,” by giving at least 10 days’ written notice of such termination. When used herein, the term “Employee Cause” shall mean that the Company has (a) materially breached its obligations hereunder, (b) assigned the Employee without his consent to a position, responsibilities, or duties of a materially lesser status or degree of responsibility than his position, responsibilities, or duties as of the date of this Agreement, except as is permitted pursuant to Section 2 herein; or (c) required that the Employee be based anywhere other than the area set forth in Section 2.2, without the Employee’s consent; and Employee has given the Company written notice of the particulars in which the Company is claimed to have committed any of the foregoing acts, and the Company has failed within thirty days after receipt of such notice to cure.
Termination by Employee for Cause. This Agreement may be terminated by EMPLOYEE in the event of a breach by FMC of any of its obligations under this Agreement, provided EMPLOYEE gives FMC written notice specifying the manner in which he believes FMC has breached this Agreement and FMC has thirty (30) days from receipt of such notice to cure such breach, or in the case of other than a non-payment of money breach, if such breach cannot be cured within thirty (30) days, to commence a good faith effort to cure. Additionally, this Agreement may be terminated by Employee, if there is a reduction in Employee's responsibilities or FMC experiences a change in control defined as any of the following: i) the transfer (whether by sale, dividend, exchange, lease, merger, consolidation or otherwise) of greater that 50 percent (50%) of the voting power of FMC; ii) the transfer (whether by sale, dividend, exchange, lease, merger, consolidation or otherwise) of all or substantially all the assets or stock of FMC; or iii) any other action which results in persons other than the current majority shareholders of FMC, having the voting power to direct the management of FMC or if FMC relocates its corporate headquarters more than fifty (50) miles from its present location in Lexington, Massachusetts.
Termination by Employee for Cause. Employee may, at his option, terminate this Agreement and Employee's employment hereunder, immediately upon giving written notice of termination to Company or under this Agreement. For purposes of this provision, "Cause" for termination by Employee means the occurrence of any of the following if not corrected with Company within 15 days of receipt of Employee's specific written demand for correction:
Termination by Employee for Cause. Notwithstanding any other provision hereof, Employee may resign his employment under this Agreement at any time for cause. The termination may be by written notice thereof to Employer, which shall specify the cause
Termination by Employee for Cause. In the event Employer fails to keep, observe or perform any material covenant, agreement, term or provision of this Agreement to be kept, observed or performed by Employer and such default continues for a period of ninety (90) days after written notice by Employee to Employer, which notice shall include, among other things, a reference to this Paragraph, then Employee, at its sole option, may terminate this Agreement immediately upon the expiration of such ninety (90) day period.
Termination by Employee for Cause. Employee shall have the right to terminate this Agreement hereunder for cause in the event that: (i) Employer shall fail (other than as the result of a termination by Employer in accordance with the terms of this Section 5.1) to provide Employee with his compensation as agreed upon herein and shall fail to have cured any such breach within five (5) days after written notice thereof from Employee to Employer (except that, in the event of any subsequent failure by Employer to provide Employee with his compensation as agreed upon herein within any twelve (12) month period, no such notice from the Employee shall be required); (ii) either (A) Employer has failed to make a payment due under the Convertible Promissory Note issued to the Employee pursuant to the Stock Purchase Agreement, and such failure constitutes an Event of Default thereunder, or (B) Employer has failed to make a payment due under the Employee's Retention Bonus Agreement (as defined in the Stock Purchase Agreement), and such failure constitutes a default thereunder, or (iii) after the expiration of the Initial Period of Employment, Employer reduces the Employee's Base Salary provided for in Section 1.4(a) above. Notwithstanding the foregoing, Employee shall not have the right to terminate this Agreement hereunder for cause pursuant to Section 5.1(d)(ii) or Section 5.1(d)(iii) above in the event that either: (x) in the case of a termination pursuant to Section 5.1(d)(ii) above, Employee has exercised his rights under the Guaranty (as defined in the Stock Purchase Agreement) of American Eco Corporation ("American Eco") as a result of the default of the Employer referenced in Section 5.1(d)(ii)(A) or 5.1(d)(ii)(B) above, and American Eco has made payment to Employee pursuant to (and otherwise satisfied its obligations under) the terms of such Guaranty (as defined in the Stock Purchase Agreement); or (y) in the case of termination pursuant to either Section 5.1(d)(ii) or Section 5.1(d)(iii) above, the Net Operating Income of the Employer is less than One Dollar ($1.00) for the twelve (12) months immediately preceding the date on which Employee exercises his right to terminate for cause pursuant to either Section 5.1(d)(ii) or Section 5.1(d)(iii), provided that Employee shall exercise such right to terminate for cause pursuant to Section 5.1(d)(ii) or Section 5.1(d)(iii) within at least thirty (30) days after the date of the occurrence of the default which is the subject of Employee's right to term...
Termination by Employee for Cause. This Agreement may be terminated by EMPLOYEE in the event of a breach by FMCNA of any of its obligations under this Agreement, provided EMPLOYEE gives FMCNA written notice specifying the manner in which he believes FMCNA has breached this Agreement and FMCNA has thirty (30) days from receipt of such notice to cure such breach, or in the case of other than a non-payment of money breach, if such breach cannot be cured within thirty (30) days, to commence a good faith effort to cure.
Termination by Employee for Cause. (a) Notwithstanding any other provision hereof, Employee may terminate his employment with Company under this Agreement at any time for cause and no later than three (3) years after such cause has occurred, upon written notice thereof to the Company specifying the exact cause for Employee's termination.
(b) In the event of termination by the Employee for cause hereunder:
(1) All of Employee's (including Employee's trusts and foundations) unvested stock and stock options shall immediately vest 100% and Employee (including Employee's trusts and foundations) shall have the option to either (a) receive an immediate payment of the Stock Value of 100% of his Stock and the higher of (i) the value according to the Black and Scholes model, or (ii) the "in-the-money value" of his stock options/warrants as of the date of such written notice, or (b) receive an immediate cash bonus from the Company enabling Employee (including Employee's trusts and foundations), after full payment of all of Employee's (including Employee's trusts and foundations) taxes on such cash bonus, to exercise 100% of his stock options/warrants, and to continue to hold his Stock, with the right to "put" or sell the Stock back to the Company for cash at Stock Value. This right to "put" or sell the Stock back to the Company shall be in full force and effect and valid and exercisable at any time and as how many times as Employee wishes, in whole or in part, within three (3) years after Employee's termination for cause, at Employee's (including Employee's trusts and foundations) sole election.
(2) A lump sum cash retirement benefit payment of three (3) times the Employee's then current annual salary plus three (3) times the Employee's average bonus for the last three years shall be made to Employee within 30 days of such written notice.
(3) Employee may also, in addition to, and not in limitation of payments under Section 5.3(b)(1) and Section 5.3(b)(2) hereunder, at his sole option, elect to serve as a consultant to Company (working from his then current residence) for an additional period of three (3) years at his then current salary, his previous year's bonus and current benefits, including but not limited to reimbursement of all Reasonable Expenses. During such consulting period, Employee would be required to keep himself reasonably available to the Company to render advice or to provide services for no more than thirty (30) days per year.
(4) Employee (including Employee's trusts and foundation...
