Common use of Termination by Executive for Material Breach Clause in Contracts

Termination by Executive for Material Breach. The Executive shall have the right, exercisable by notice to the Company, to terminate his employment effective ninety (90) days after the giving of such notice, if, at any time during the Term of Employment, the Company shall be in material breach of its obligations hereunder; provided, however, that such notice must be provided to the Company within thirty (30) days of the date on which the Executive obtains knowledge or reasonably should obtain knowledge of such material breach; and provided further, that such termination will not become effective if within thirty (30) days after receiving the notice the Company shall have cured all such material breaches of its obligations hereunder. For purposes of this Section 6(f), a material breach shall only be, (i) a material reduction in the Executive’s authority, functions, duties or responsibilities provided in Section 2 hereof, or (ii) the Company’s failure to pay any award that the Executive is entitled to receive pursuant to the terms of this Agreement. Such termination shall be deemed to be a termination without Cause and shall be controlled by the provisions of Section 6(c) hereof. Any amounts payable under this Section 6(f) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except as otherwise provided in this Section 6(f), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise.

Termination by Executive for Material Breach. The Executive shall have the right, exercisable by notice to the Company, to terminate his her employment effective ninety (90) days after the giving of such notice, if, at any time during the Term of Employment, the Company shall be in material breach of its obligations hereunder; provided, however, that such notice must be provided to the Company within thirty (30) days of the date on which the Executive obtains knowledge or reasonably should obtain knowledge of such material breach; and provided further, that such termination will not become effective if within thirty (30) days after receiving the notice the Company shall have cured all such material breaches of its obligations hereunder. For purposes of this Section 6(f), a material breach shall only be, (i) a material reduction in the Executive’s authority, functions, duties or responsibilities provided in Section 2 hereof, or (ii) a material reduction in the Executive’s total aggregate target compensation effective on the Hire Date, as set pursuant to Sections 3 (a) and (b) and Section 4(c) hereof, but in no event if the reduction is occasioned as result of similar reductions to executive officers and/or employees generally, or (iii) the Company’s 's failure to pay any award that the Executive is entitled to receive pursuant to the terms of this Agreement. Such termination shall be deemed to be a termination without Cause and shall be controlled by the provisions of Section 6(c) hereof. Any amounts payable under this Section 6(f) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except as otherwise provided in this Section 6(f), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise.

Termination by Executive for Material Breach. The Executive shall have the right, exercisable by notice to the Company, to terminate his employment effective ninety (90) days after the giving of such notice, if, at any time during the Term of Employment, the Company shall be in material breach of its obligations hereunder; provided, however, that such notice must be provided to the Company within thirty (30) days of the date on which the Executive obtains knowledge or reasonably should obtain knowledge of such material breach; and provided further, that such termination will not become effective if within thirty (30) days after receiving the notice the Company shall have cured all such material breaches of its obligations hereunder. For purposes of this Section 6(f), a material breach shall only be, (i) a material reduction in the Executive’s authority, functions, duties or responsibilities provided in Section 2 hereof, or (ii) a material reduction in the Executive’s total aggregate target compensation as effective on July 1, 2011, as set pursuant to Sections 3 (a) and (b) and Section 4(c) hereof, but in no event if the reduction is occasioned as result of similar reductions to executive officers and/or employees generally, or (iii) the Company’s 's failure to pay any award that the Executive is entitled to receive pursuant to the terms of this Agreement. Such termination shall be deemed to be a termination without Cause and shall be controlled by the provisions of Section 6(c) hereof. Any amounts payable under this Section 6(f) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except as otherwise provided in this Section 6(f), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise.

Termination by Executive for Material Breach. The Executive shall have the right, exercisable by notice to the Company, to terminate his employment effective ninety (90) days after the giving of such notice, if, at any time during the Term of Employment, the Company shall be in material breach of its obligations hereunder; provided, however, that such notice must be provided to the Company within thirty (30) days of the date on which the Executive obtains knowledge or reasonably should obtain knowledge of such material breach; and provided further, that such termination will not become effective if within thirty (30) days after receiving the notice the Company shall have cured all such material breaches of its obligations hereunder. For purposes of this Section 6(f), a material breach shall only be, (i) a material reduction in the Executive’s 's authority, functions, duties or responsibilities provided in Section 2 hereof, or (ii) the Company’s 's failure to pay any award that the Executive is entitled to receive pursuant to the terms of this Agreement. Such termination shall be deemed to be a termination without Cause and shall be controlled by the provisions of Section 6(c) hereof. Any amounts payable under this Section 6(f) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except as otherwise provided in this Section 6(f), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise.

Termination by Executive for Material Breach. The Executive shall have the right, exercisable by notice to the Company, to terminate his employment effective ninety (90) days after the giving of such notice, if, at any time during the Term of Employment, the Company shall be in material breach of its obligations hereunder; provided, however, that such notice must be provided to the Company within thirty (30) days of the date on which the Executive obtains knowledge or reasonably should obtain knowledge of such material breach; and provided further, that such termination will not become effective if within thirty (30) days after receiving the notice the Company shall have cured all such material breaches of its obligations hereunder. For purposes of this Section 6(f), a material breach shall only be, (i) a material reduction in the Executive’s 's authority, functions, duties or responsibilities provided in Section 2 hereof, or (ii) the Company’s 's failure to make the decision to elect the Executive to the office of Chief Executive Officer of the Company on or prior to July 1, 2009 or to elect the Executive to the office of Chief Executive Officer of the Company on or prior to July 1, 2010; provided on each such date Executive is still employed by the Company and has not otherwise given notice of his intent to terminate employment, or (iii) the Company's failure to pay any award that the Executive is entitled to receive pursuant to the terms of this Agreement. Such termination shall be deemed to be a termination without Cause and shall be controlled by the provisions of Section 6(c) hereof. Any amounts payable under this Section 6(f) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except as otherwise provided in this Section 6(f), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise.

Termination by Executive for Material Breach. The Executive shall have the right, exercisable by notice to the Company, to terminate his employment effective ninety (90) days after the giving of such notice, if, at any time during the Term of Employment, the Company shall be in material breach of its obligations hereunder; provided, however, that such notice must be provided to the Company within thirty (30) days of the date on which the Executive obtains knowledge or reasonably should obtain knowledge of such material breach; and provided further, that such termination will not become effective if within thirty (30) days after receiving the notice the Company shall have cured all such material breaches of its obligations hereunder. For purposes of this Section 6(f), a material breach shall only be, (i) a material reduction in the Executive’s authority, functions, duties or responsibilities provided in Section 2 hereof, or (ii) the Company’s failure to pay any award that the Executive is entitled to receive pursuant to the terms of this Agreement. Such termination shall be deemed to be a termination without Cause and shall be controlled by the provisions of Section 6(c) hereof. Any amounts payable under this Section 6(f) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l6(m) of this Agreement. Except as otherwise provided in this Section 6(f), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise.

Termination by Executive for Material Breach. The Executive shall have the right, exercisable by notice to the Company, to terminate his their employment effective ninety (90) days after the giving of such notice, if, at any time during the Term of Employment, the Company shall be in material breach of its obligations hereunder; provided, however, that such notice must be provided to the Company within thirty (30) days of the date on which the Executive obtains knowledge or reasonably should obtain knowledge of such material breach; and provided further, that such termination will not become effective if within thirty (30) days after receiving the notice the Company shall have cured all such material breaches of its obligations hereunder. For purposes of this Section 6(f7(f), a material breach shall only be, (i) a material reduction in the Executive’s authority, functions, duties duties, responsibilities or responsibilities title provided in Section 2 hereof, or (ii) a material reduction in the Executive’s total aggregate target compensation effective on the Start Date, as set pursuant to Sections 3 (a) and (b) and Section 4(b) hereof, but in no event if the reduction is occasioned as result of similar, commensurate reductions to executive officers and/or employees generally, (iii) the Company’s 's failure to pay any award that the Executive is entitled to receive pursuant to the terms of this Agreement. Such termination shall be deemed to be a termination without Cause and shall be controlled by the provisions of Section 6(c) hereof. Any amounts payable under this Section 6(f) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except as otherwise provided in this Section 6(f7(f), the Company will have no further obligations under Sections 3, 4 and 5 6 hereof or otherwise.

Termination by Executive for Material Breach. The Executive shall have the right, exercisable by notice to the Company, to terminate his employment effective ninety (90) days after the giving of such notice, if, at any time during the Term of Employment, the Company shall be in material breach of its obligations hereunder; provided, however, that such notice must be provided to the Company within thirty (30) days of the date on which the Executive obtains knowledge or reasonably should obtain knowledge of such material breach; and provided further, that such termination will not become effective if within thirty (30) days after receiving the notice the Company shall have cured all such material breaches of its obligations hereunder. For purposes of this Section 6(f), a material breach shall only be, (i) a material reduction in the Executive’s authority, functions, duties or responsibilities provided in Section 2 hereof, or (ii) the Company’s failure to pay any award item of compensation provided in Sections 3, 4 or 5 hereunder that the Executive is entitled to receive pursuant to the terms of this Agreement. Such termination shall be deemed to be a termination without Cause and shall be controlled by the provisions of Section 6(c) hereof. Any amounts payable under this Section 6(f) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except as otherwise provided in this Section 6(f), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise.

Termination by Executive for Material Breach. The Executive shall have the right, exercisable by notice to the Company, to terminate his her employment effective ninety (90) days after the giving of such notice, if, at any time during the Term of Employment, the Company shall be in material breach of its obligations hereunder; provided, however, that such notice must be provided to the Company within thirty (30) days of the date on which the Executive obtains knowledge or reasonably should obtain knowledge of such material breach; and provided further, that such termination will not become effective if within thirty (30) days after receiving the notice the Company shall have cured all such material breaches of its obligations hereunder. For purposes of this Section 6(f), a material breach shall only be, (i) a material reduction in the Executive’s authority, functions, duties or responsibilities provided in Section 2 hereof, or (ii) a material reduction in the Executive’s total aggregate target compensation effective on the Hire Date, as set pursuant to Sections 3 (a) and (b) and Section 4(b) hereof, but in no event if the reduction is occasioned as result of similar reductions to executive officers and/or employees generally, or (iii) the Company’s 's failure to pay any award that the Executive is entitled to receive pursuant to the terms of this Agreement. Such termination shall be deemed to be a termination without Cause and shall be controlled by the provisions of Section 6(c) hereof. Any amounts payable under this Section 6(f) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except as otherwise provided in this Section 6(f), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise.

Termination by Executive for Material Breach. The Executive shall have the right, exercisable by notice to the Company, to terminate his employment effective ninety (90) days after the giving of such notice, if, at any time during the Term of Employment, the Company shall be in material breach of its obligations hereunder; provided, however, that such notice must be provided to the Company within thirty (30) days of the date on which the Executive obtains knowledge or reasonably should obtain knowledge of such material breach; and provided further, that such termination will not become effective if within thirty (30) days after receiving the notice the Company shall have cured all such material breaches of its obligations hereunder. For purposes of this Section 6(f), a material breach shall only be, (i) a material reduction in the Executive’s authority, functions, duties or responsibilities provided in Section 2 hereof, or (ii) the Company’s 's failure to pay any award that the Executive is entitled to receive pursuant to the terms of this Agreement. Such termination shall be deemed to be a termination without Cause and shall be controlled by the provisions of Section 6(c) hereof. Any amounts payable under this Section 6(f) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except as otherwise provided in this Section 6(f), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise.

Termination by Executive for Material Breach. The Executive shall have the right, exercisable by notice to the Company, to terminate his their employment effective ninety (90) days after the giving of such notice, if, at any time during the Term of Employment, the Company shall be in material breach of its obligations hereunder; provided, however, that such notice must be provided to the Company within thirty (30) days of the date on which the Executive obtains knowledge or reasonably should obtain knowledge of such material breach; and provided further, that such termination will not become effective if within thirty (30) days after receiving the notice the Company shall have cured all such material breaches of its obligations hereunder. For purposes of this Section 6(f7(f), a material breach shall only be, (i) a material reduction in the Executive’s authority, functions, duties duties, responsibilities or responsibilities title provided in Section 2 hereof, or (ii) a material reduction in the Executive’s total aggregate target compensation effective on the Start Date, as set pursuant to Sections 3 (a) and (b) and Section 4(b) hereof, but in no event if the reduction is occasioned as result of similar, commensurate reductions to executive officers and/or employees generally, (iii) the Company’s 's failure to pay any award that the Executive is entitled to receive pursuant to the terms of this Agreement. Such termination shall be deemed to be a termination without Cause and shall be controlled by the provisions of Section 6(c) hereof. Any amounts payable under this Section 6(f) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except as otherwise provided in this Section 6(f7(f), the Company will have no further obligations under Sections 3, 4 and 5 6 hereof or otherwise.. (g)

Termination by Executive for Material Breach. The Executive shall have the right, exercisable by notice to the Company, to terminate his employment effective ninety thirty (9030) days after the giving of such notice, if, at any time during the Term of Employment, the Company shall be in material breach of its obligations hereunder; provided, however, that such notice must be provided to the Company within thirty ninety (3090) days of the date on which the Executive obtains knowledge or reasonably should obtain knowledge of such material breach; and provided further, that such termination will not become effective if within thirty the thirty-day (30) days after receiving the notice period the Company shall have cured all such material breaches of its obligations hereunder. For purposes of this Section 6(f), a material breach shall only beinclude, but not be limited to, (i) a material reduction in the Executive’s 's aggregate authority, functions, duties or responsibilities provided in Section 2 hereof, or hereof (ii) the Company’s 's failure to cause the Executive to serve in all the positions set forth in Section 1 hereof for any time period in which he is entitled to so serve, (iii) the Company's failure to pay any award that the Executive is entitled to receive pursuant to the terms of this Agreement, (iv) a material adverse change in the Executive's reporting lines, without his consent or (v) the failure to elect or continue the Executive as a director of the Company, without his consent. Such termination shall be deemed to be a termination without Cause cause and shall be controlled by the provisions of Section 6(c) hereof. Any amounts payable under this Section 6(f) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except as otherwise provided in this Section 6(f), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise.

Termination by Executive for Material Breach. The Executive shall have the right, exercisable by notice to the Company, to terminate his employment effective ninety (90) days after the giving of such notice, if, at any time during the Term of Employment, the Company shall be in material breach of its obligations hereunder; provided, however, that such notice must be provided to the Company within thirty (30) days of the date on which the Executive obtains knowledge or reasonably should obtain knowledge of such material breach; and provided further, that such termination will not become effective if within thirty (30) days after receiving the notice the Company shall have cured all such material breaches of its obligations hereunder. For purposes of this Section 6(f), a material breach shall only be, (i) a material reduction in the Executive’s authority, functions, duties or responsibilities provided in Section 2 hereof, (ii) the Company’s failure to cause the Executive to serve in all the positions set forth in Section 1 hereof for any time period in which he is entitled to so serve, or (iiiii) the Company’s failure to pay any award that the Executive is entitled to receive pursuant to the terms of this Agreement. Such termination shall be deemed to be a termination without Cause and shall be controlled by the provisions of Section 6(c) hereof. Any amounts payable under this Section 6(f) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except as otherwise provided in this Section 6(f), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise.