Common use of Termination by Employee for Cause Clause in Contracts

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 terminate. The term "Net Operating Income" means the net income from operations of Employer before any reduction for taxes or any allocation of expenses, charges, costs or other corporate overhead from Buyer determined in accordance with generally accepted accounting principles applied on a consistent basis.

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 terminate. The term "Net Operating Income" means the net income from operations of Employer before any reduction for taxes or any allocation of expenses, charges, costs or other corporate overhead from Buyer determined in accordance with generally accepted accounting principles applied on a consistent basis.or