Termination by Employee With Cause. In the event of receipt of notice of termination by Employee with cause, which shall consist only of a material breach of the agreement by the Company including, without limitation, nonpayment of salary or other compensation due, non-reimbursement of business expenses, or failure to provide either health insurance allowance or coverage or other benefits, the Company will have thirty days after receipt of notice of termination by Employee to challenge the termination by Employee with cause. The Company and Employee will each select an arbitrator who will each review the facts surrounding the termination and the challenge. The arbitrators will decide wither the Employee is justified in terminating with cause. If the arbitrators cannot agree whether the Employee is justified in terminating with cause, the arbitrators will select a third arbitrator who will make the determination of whether the Employee is justified in terminating with cause. The arbitration proceeding shall be conducted in accordance with the provisions of California's Arbitration act, Code of Civil Procedure, Sections 1280, et seq. The Company and Employee agree to abide by the decision of the arbitration. If the arbitrators agree, or if the third arbitrator determines, as applicable, that the Employee is justified in terminating with cause, or if the Company fails to challenge the termination by the Employee with cause within the thirty day period, the Employee shall be entitled to elect to receive severance pay equal to 100% of the annual total compensation in effect in the last month of employment, but in no case less than $135,200 and will receive all unpaid salary, bonuses, and other benefits accrued through the last day of employment plus 30 days. If the arbitrators agree, or if the third arbitrator determines, as applicable, that the Employee is not justified in terminating with cause, the termination will be treated as a termination by Employee without cause, subject to the provisions of subparagraphs 2.15.3.
Termination by Employee With Cause. Employee may terminate his employment upon 30 days' written notice with "cause" as hereafter defined in this Section 4(d). "Cause" for purposes of Section 4(c) and (d) means Employer's material breach of the covenants of this Agreement or the Stock Purchase Agreement, provided that Employee does not cure any such breach upon 10 days' written notice from Employee. In the event that Employee terminates his employment with "cause," Employee shall be provided with payment of Employee's then-current accrued, unpaid Salary and accrued, unused vacation, each prorated through the date of termination and providing that Employee complies with his obligations under Sections 6 and 7 herein, payment of severance compensation of a lump-sum payment equal to 6 months' Salary.
Termination by Employee With Cause. In the event that T&W defaults in any of its obligations to Employee under this Employment and Noncompetition Agreement, and T&W fails to cure such default within ten (10) days after receiving written notice thereof, Employee may terminate his employment and seek any damages available to Employee at law or in equity as a result of such breach with it being specifically understood and agreed that Employee shall be relieved from the non-competition provisions hereof.
Termination by Employee With Cause. The Employee shall have the right to terminate his employment under this Agreement, by written notice thereof to the Company, at any time after the occurrence of a breach of this Agreement by the Company or any of its subsidiaries which is not cured within thirty (30) days after notice thereof by the Employee to the Company. The Employee shall be required to mitigate damages or the amount of any payment provided for in this section. By terminating the Agreement, Employee shall not be deemed to waive any rights it may have for claims against Employer.
Termination by Employee With Cause. Employee may terminate her ---------------------------------- obligations under this Agreement with cause after fifteen (15) days' written notice to Employer fully and accurately describing the cause for termination and Employer fails to cure the breach within such fifteen (15) day period. With "cause" shall mean a material and continuing breach by Employer in failing to pay to Employee amounts to which Employee is entitled under this Agreement. In the event Employee terminates this Agreement pursuant to this Section 7.4, (i) ----------- Employer shall immediately pay Employee's annual salary, bonus and fringe benefits and reimburse Employee for expenses in each case as set forth herein, earned or reimbursable and unpaid through the effective date of termination, and (ii), on the effective date of such termination, Employer shall also pay Employee, in a lump sum, (a) the present value of the Employee's annual salary (based on the base salary being earned at the time of the notice of termination) for the remainder of the Employment Term as would otherwise be payable (based on a discount rate of 5%) plus (b) the Employees last annual bonus, pro rated for the partial fiscal year already past at the date of termination, so that if 60% of the fiscal year has past, 60% of the prior years bonus shall be paid, but in no event will the bonus payment payable under this subsection (ii) (b) be less than Employees annual base salary at the time. In addition, if Employee terminates this Agreement with cause during its term all options on stock of the Employer granted to Employee in respect of her employment which have not vested and become exercisable shall become exercisable on the date of termination and shall be exercisable for a period of three months thereafter.
Termination by Employee With Cause. Employee may terminate his obligations under this Agreement with cause after fifteen (15) days' written notice to Employer fully and accurately describing the cause for termination and Employer fails to cure the breach within such fifteen (15) day period. With "cause" shall mean a material and continuing breach by Employer in failing to pay to Employee amounts to which Employee is entitled under this Agreement. In the event Employee terminates this Agreement pursuant to this Section 7.4 (i) Employer shall immediately pay employee's annual salary and fringe benefits and reimburse Employee for expenses in each case as set forth herein, earned or reimbursable and unpaid through the effective date of termination, and (ii), on the effective date of such termination, Employer shall also pay Employee, in a lump sum of` the present value of the Employee's annual salary (based on the base salary being at the time of the notice of termination) for the remainder of the Employment Term as would otherwise be payable (based on a discount rate of 5%), but in no event less than $145,000.00.
Termination by Employee With Cause. If Employee terminates his employment with the Company with Cause, including a termination with Cause following a Change in Control, Employee will be eligible for a Severance Payment, again equal to twelve months of Employees base pay, provided that Employee executes and does not revoke a general release of claims against the Company and its affiliates, officers, directors, agents, and employees. For purposes of this section, if Employee terminates his employment with Cause Employee agrees to remain with the Company for a transition period of up to 90 days, at the sole option of the Company, following which the Severance Payment shall be paid immediately. Further, in the event of a termination of employment by Employee with Cause following a Change in Control, all unvested stock options previously issued to Employee shall become immediately vested and exercisable.
A. For the purposes of Section 7(b)(iii) above, a termination by Employee with “Cause” shall include a termination by employee following, (a) any change in Employee’s title or his reporting structure into the CEO or into the Board of the Company; (b) any reduction in Employee’s base salary or benefits; (c) any material reassignment of duties or responsibilities that is inconsistent with Employee’s position as Chief Financial Officer; (d) any relocation of Employee’s principal place of work by more than 50 miles from the current location. Further it is understood by Employee that a liquidation, bankruptcy, reorganization or corporate restructuring shall inherently alter the normal duties and key responsibilities of the CFO and that such changes in responsibilities and duties shall not trigger the ability for Employee to terminate for Cause.
Termination by Employee With Cause. If Employee terminates the Amendment for Cause, the Company shall pay Employee any accrued but unpaid Base Salary and any accrued but unreimbursed expenses. For purpose of this Amendment, “Cause” shall mean: (i) a material change in the scope and duties of Employee; or (ii) a material breach by the Company of the terms of this Amendment.
Termination by Employee With Cause. Employee may terminate his employment hereunder for "cause" immediately at any time upon notice to the Company. For this purpose, "cause" shall be deemed to exist if, without Employee's consent:
A. The Company willfully fails or refuses to perform any material obligation under this Agreement. In such case of Cause set forth in item (A) above, the Company shall have a period of thirty (30) days to cure the failure or refusal after receipt of written notice of the failure or refusal from the Employee.
Termination by Employee With Cause. Employee may terminate this Agreement with cause at any time prior to the Agreement's natural expiration upon the occurrence of any one or more of the following events:
(a) A material breach of the Agreement by Employer, which breach is not corrected within sixty (60) days after written notice is delivered by the Employee to the Employer specifying said breach.
(b) Removal or dismissal of Xxxxxx X. Xxxxxx as Chief Executive Officer of the Company or Xxxxxxxx X. Xxxxx as Senior Vice President and Chief Operating Officer of the Company at any time after April 25, 1996.
(c) A substantial diminution in Employee's employment duties.
(d) A requirement that Employee relocate his current residence.
(e) Employer fails to grant to Employee stock options in accordance with Section 3.3.
