Common use of Termination by the Company for Cause or by Executive other than for Good Reason Clause in Contracts

Termination by the Company for Cause or by Executive other than for Good Reason. If Executive’s employment is terminated by the Company for Cause or on account of Executive’s resignation other than for Good Reason, then the following shall apply: (i) The Company shall pay Executive his unpaid Base Salary and, to the extent required by law or the Company’s vacation policy, his accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination. (ii) The Company shall reimburse Executive, pursuant to Section 5(d), for reasonable expenses incurred by Executive, but not reimbursed, prior to the Date of Termination, unless such termination resulted from a misappropriation of Company funds. (iii) Executive shall be entitled to such other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any other agreements, plans or programs of the Company (provided, however, that, to the extent that any such agreement, plan or program makes provision with respect to any of the matters referred to in the foregoing clauses (i) and (ii) and clause (iv) below, the provisions of such clauses shall supersede and govern). (iv) All unvested stock options and unvested shares of the Company’s restricted stock granted to Executive prior to the Date of Termination will not vest and will be forfeited, returned to the Company and, at the Company’s election, may be cancelled by the Company. In addition and for the avoidance of doubt, if the Date of Termination shall occur prior to the last day of a calendar year, no Bonus shall be payable to Executive with respect to such calendar year. Notwithstanding anything to the contrary contained in this Section 8 or elsewhere in this Agreement, to the extent the Company has any obligation hereunder to maintain, for the continued benefit of Executive, his spouse and/or his dependents, any medical, hospitalization, dental and/or life insurance programs or to arrange to provide Executive, his spouse and/or his dependents with the economic equivalent of such benefits, such obligation shall (except to the extent prohibited under applicable law) immediately cease and terminate with respect to any such programs or benefits that are provided are offered or made or available by an employer or other third party to Executive, his spouse and/or his dependents; and Executive (or, in the event of his death, his estate or legal representative) shall forthwith advise the Company in writing as soon as any such programs or benefits are so provided, or are so offered or made available, to Executive, his spouse and/or his dependents.

Termination by the Company for Cause or by Executive other than for Good Reason. If Executive’s employment is terminated by the Company for Cause or on account of Executive’s resignation other than for Good Reason, then the following shall apply: (i) The Company shall pay Executive his unpaid Base Salary and, to the extent required by law or the Company’s vacation policy, his accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination. (ii) The Company shall reimburse Executive, pursuant to Section 5(d), for reasonable expenses incurred by Executive, but not reimbursed, prior to the Date of Termination, unless such termination resulted from a misappropriation of Company funds. (iii) Executive shall be entitled to such other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any other agreements, plans or programs of the Company (provided, however, that, to the extent that any such agreement, plan or program makes provision with respect to any of the matters referred to in the foregoing clauses (i) and (ii) and clause (iv) below, the provisions of such clauses shall supersede and govern). (iv) All unvested stock options and unvested shares of the Company’s restricted stock granted to Executive prior to the Date of Termination will not vest and will be forfeited, returned to the Company and, at the Company’s election, may be cancelled by the Company. In addition and for the avoidance of doubt, if the Date of Termination shall occur prior to the last day of a calendar year, no Bonus shall be payable to Executive with respect to such calendar year. Notwithstanding anything to the contrary contained in this Section 8 or elsewhere in this Agreement, to the extent the Company has any obligation hereunder to maintain, for the continued benefit of Executive, his spouse and/or his dependents, any medical, hospitalization, dental and/or life insurance programs or to arrange to provide Executive, his spouse and/or his dependents with the economic equivalent of such benefits, such obligation shall (except to the extent prohibited under applicable law) immediately cease and terminate with respect to any such programs or benefits that are provided are offered or made or available by an employer or other third party to Executive, his spouse and/or his dependents; and Executive (or, in the event of his death, his estate or legal representative) shall forthwith advise the Company in writing as soon as any such programs or benefits are so provided, provided or are so offered or made available, available to Executive, his spouse and/or his dependents.

Termination by the Company for Cause or by Executive other than for Good Reason. If Executive’s employment is terminated by the Company for Cause or on account of Executive’s resignation other than for Good Reason, then the following shall apply: (i) The Company shall pay Executive his unpaid Base Salary and, to the extent required by law or the Company’s vacation policy, his accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination. (ii) The Company shall reimburse Executive, pursuant to Section 5(d)) above, for reasonable expenses incurred by Executive, but not reimbursed, prior to the Date of Termination, unless such termination resulted from a misappropriation of Company funds. (iii) Executive shall be entitled to such other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any other agreements, plans or programs of the Company (provided, however, that, to the extent that any such agreement, plan or program makes provision with respect to any of the matters referred to in the foregoing clauses (i) and (ii) and clause (iv) below, the provisions of such clauses shall supersede and govern). (iv) All unvested stock options and unvested shares of the Company’s restricted stock granted to Executive prior to the Date of Termination will not vest and will be forfeited, returned to the Company and, at the Company’s election, may be cancelled by the Company (with it being agreed and understood, for avoidance of doubt, that, if the Current Employment Agreement is terminated pursuant to the terms thereof prior to the Effective Date, none of the shares of the Company’s restricted stock that are granted and issued under this Agreement as part of the Contingent Grant will be or become vested and all of such shares of the Company’s restricted stock will be forfeited, returned to the Company and, at the Company’s election, may be cancelled by the Company). In addition and for the avoidance of doubt, if the Date of Termination shall occur prior to the last day of a calendar year, no Bonus shall be payable to Executive with respect to such calendar year. Notwithstanding anything to the contrary contained in this Section 8 or elsewhere in this Agreement, to the extent the Company has any obligation hereunder to maintain, for the continued benefit of Executive, his spouse and/or his dependents, any medical, hospitalization, dental and/or life insurance programs or to arrange to provide Executive, his spouse and/or his dependents with the economic equivalent of such benefits, such obligation shall (except to the extent prohibited under applicable law) immediately cease and terminate with respect to any such programs or benefits that are provided or are offered or made or available by an employer or other third party to Executive, his spouse and/or his dependents; and Executive (or, in the event of his death, his estate or legal representative) shall forthwith advise the Company in writing as soon as any such programs or benefits are so provided, or are so to offered or made available, to Executive, his spouse and/or his dependents.

Termination by the Company for Cause or by Executive other than for Good Reason. If Executive’s employment is terminated by the Company for Cause or on account of Executive’s resignation other than for Good Reason, then the following shall apply: (i) The Company shall pay Executive his unpaid Base Salary and, to the extent required by law or the Company’s vacation policy, his accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination. (ii) The Company shall reimburse Executive, pursuant to Section 5(d5(e), for reasonable expenses incurred by Executive, but not reimbursed, prior to the Date of Termination, unless such termination resulted from a misappropriation of Company funds. (iii) Executive shall be entitled to such other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any other agreements, plans or programs of the Company (provided, however, that, to the extent that any such agreement, plan or program makes provision with respect to any of the matters referred to in the foregoing clauses (i) and (ii) and clause (iv) below, the provisions of such clauses shall supersede and govern). (iv) All unvested stock options and unvested shares of the Company’s restricted stock granted to Executive prior to the Date of Termination will not vest and will be forfeited, returned to the Company and, at the Company’s election, may be cancelled by the Company. In addition and for the avoidance of doubt, if the Date of Termination shall occur prior to the last day of a calendar year, no Bonus shall be payable to Executive with respect to such calendar year. Notwithstanding anything to the contrary contained in this Section 8 or elsewhere in this Agreement, to the extent the Company has any obligation hereunder to maintain, for the continued benefit of Executive, his spouse domestic partner and/or his dependents, any medical, hospitalization, dental and/or life insurance programs or to arrange to provide Executive, his spouse and/or his dependents with the economic equivalent of such benefits, such obligation shall (except to the extent prohibited under applicable law) immediately cease and terminate with respect to any such programs or benefits that are provided are offered or made or available by an employer or other third party to Executive, his spouse and/or his dependents; and Executive (or, in the event of his death, his estate or legal representative) shall forthwith advise the Company in writing as soon as any such programs or benefits are so provided, or are so offered or made available, to Executive, his spouse and/or his dependents.

Termination by the Company for Cause or by Executive other than for Good Reason. If Executive’s employment is terminated by the Company for Cause or on account of Executive’s resignation other than for Good Reason, then the following shall apply: (i) The Company shall pay Executive his unpaid Base Salary and, to the extent required by law or the Company’s vacation policy, his accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination. (ii) The Company shall reimburse Executive, pursuant to Section 5(d)) above, for reasonable expenses incurred by Executive, but not reimbursed, prior to the Date of Termination, unless such termination resulted from a misappropriation of Company funds. (iii) Executive shall be entitled to such other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any other agreements, plans or programs of the Company (provided, however, that, to the extent that any such agreement, plan or program makes provision with respect to any of the matters referred to in the foregoing clauses (i) and (ii) and clause (iv) below, the provisions of such clauses shall supersede and govern). (iv) All unvested stock options and unvested shares of the Company’s restricted stock granted to Executive prior to the Date of Termination will not vest and will be forfeited, returned to the Company and, at the Company’s election, may be cancelled by the Company. In addition and for the avoidance of doubt, if the Date of Termination shall occur prior to the last day of a calendar year, no Bonus shall be payable to Executive with respect to such calendar year. Notwithstanding anything to the contrary contained in this Section 8 or elsewhere in this Agreement, to the extent the Company has any obligation hereunder to maintain, for the continued benefit of Executive, his spouse and/or his dependents, any medical, hospitalization, dental and/or life insurance programs or to arrange to provide Executive, his spouse and/or his dependents with the economic equivalent of such benefits, such obligation shall (except to the extent prohibited under applicable law) immediately cease and terminate with respect to any such programs or benefits that are provided or are offered or made or available by an employer or other third party to Executive, his spouse and/or his dependents; and Executive (or, in the event of his death, his estate or legal representative) shall forthwith advise the Company in writing as soon as any such programs or benefits are so provided, or are so offered or made available, to Executive, his spouse and/or his dependents.

Termination by the Company for Cause or by Executive other than for Good Reason. If Executive’s employment is terminated by the Company for Cause or on account of Executive’s resignation other than for Good Reason, then the following shall apply: (i) The Company shall pay Executive his unpaid Base Salary and, to the extent required by law or the Company’s vacation policy, his accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination. (ii) The Company shall reimburse Executive, pursuant to Section 5(d5(g), for reasonable expenses incurred by Executive, but not reimbursed, prior to the Date of Termination, unless such termination resulted from a misappropriation of Company funds. (iii) Executive shall be entitled to such other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any other agreements, plans or programs of the Company (provided, however, that, to the extent that any such agreement, plan or program makes provision with respect to any of the matters referred to in the foregoing clauses (i) and (ii) and clause (iv) below, the provisions of such clauses shall supersede and govern). (iv) All unvested stock options and unvested shares of the Company’s restricted stock granted to Executive prior to the Date of Termination will not vest and will be forfeited, returned to the Company and, at the Company’s election, may be cancelled by the Company. In addition and for the avoidance of doubt, if the Date of Termination shall occur prior to the last day of a calendar year, no Bonus shall be payable to Executive with respect to such calendar year. Notwithstanding anything to the contrary contained in this Section 8 or elsewhere in this Agreement, to the extent the Company has any obligation hereunder to maintain, for the continued benefit of Executive, his spouse and/or his dependents, any medical, hospitalization, dental and/or life insurance programs or to arrange to provide Executive, his spouse and/or his dependents with the economic equivalent of such benefits, such obligation shall (except to the extent prohibited under applicable law) immediately cease and terminate with respect to any such programs or benefits that are provided are offered or made or available by an employer or other third party to Executive, his spouse and/or his dependents; and Executive (or, in the event of his death, his estate or legal representative) shall forthwith advise the Company in writing as soon as any such programs or benefits are so provided, or are so offered or made available, to Executive, his spouse and/or his dependents.

Termination by the Company for Cause or by Executive other than for Good Reason. If Executive’s employment is terminated by the Company for Cause or on account of Executive’s resignation other than for Good Reason, then the following shall apply: (i) The Company shall pay Executive his unpaid Base Salary and, to the extent required by law or the Company’s vacation policy, his accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination. (ii) The Company shall reimburse Executive, pursuant to Section 5(d)) above, for reasonable expenses incurred by Executive, but not reimbursed, prior to the Date of Termination, unless such termination resulted from a misappropriation of Company funds. (iii) Executive shall be entitled to such other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any other agreements, plans or programs of the Company (provided, however, that, to the extent that any such agreement, plan or program makes provision with respect to any of the matters referred to in the foregoing clauses (i) and (ii) and clause (iv) below, the provisions of such clauses shall supersede and govern). (iv) All unvested stock options and unvested shares of the Company’s restricted stock granted to Executive prior to the Date of Termination will not vest and will be forfeited, returned to the Company and, at the Company’s election, may be cancelled by the Company (with it being agreed and understood, for avoidance of doubt, that, if the Current Employment Agreement is terminated pursuant to the terms thereof prior to the Effective Date, none of the shares of the Company’s restricted stock that are granted and issued under this Agreement as part of the Contingent Grant will be or become vested and all of such shares of the Company’s restricted stock will be forfeited, returned to the Company and, at the Company’s election, may be cancelled by the Company). In addition and for the avoidance of doubt, if the Date of Termination shall occur prior to the last day of a calendar year, no Bonus shall be payable to Executive with respect to such calendar year. Notwithstanding anything to the contrary contained in this Section 8 or elsewhere in this Agreement, to the extent the Company has any obligation hereunder to maintain, for the continued benefit of Executive, his spouse and/or his dependents, any medical, hospitalization, dental and/or life insurance programs or to arrange to provide Executive, his spouse and/or his dependents with the economic equivalent of such benefits, such obligation shall (except to the extent prohibited under applicable law) immediately cease and terminate with respect to any such programs or benefits that are provided or are offered or made or available by an employer or other third party to Executive, his spouse and/or his dependents; and Executive (or, in the event of his death, his estate or legal representative) shall forthwith advise the Company in writing as soon as any such programs or benefits are so provided, or are so offered or made available, to Executive, his spouse and/or his dependents.

Termination by the Company for Cause or by Executive other than for Good Reason. If Executive’s employment is terminated by the Company for Cause or on account of Executive’s resignation other than for Good Reason, then the following shall apply: (i) The Company shall pay Executive his unpaid Base Salary and, to the extent required by law or the Company’s vacation policy, his accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination. (ii) The Company shall reimburse Executive, pursuant to Section 5(d5(e), for reasonable expenses incurred by Executive, but not reimbursed, prior to the Date of Termination, unless such termination resulted from a misappropriation of Company funds. (iii) Executive shall be entitled to such other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any other agreements, plans or programs of the Company (provided, however, that, to the extent that any such agreement, plan or program makes provision with respect to any of the matters referred to in the foregoing clauses (i) and (ii) and clause (iv) below, the provisions of such clauses shall supersede and govern). (iv) All unvested stock options and unvested shares of the Company’s restricted stock granted to Executive prior to the Date of Termination will not vest and will be forfeited, returned to the Company and, at the Company’s election, may be cancelled by the Company. In addition and for the avoidance of doubt, if the Date of Termination shall occur prior to the last day of a calendar year, no Bonus shall be payable to Executive with respect to such calendar year. Notwithstanding anything to the contrary contained in this Section 8 or elsewhere in this Agreement, to the extent the Company has any obligation hereunder to maintain, for the continued benefit of Executive, his spouse and/or his dependents, any medical, hospitalization, dental and/or life insurance programs or to arrange to provide Executive, his spouse and/or his dependents with the economic equivalent of such benefits, such obligation shall (except to the extent prohibited under applicable law) immediately cease and terminate with respect to any such programs or benefits that are provided are offered or made or available by an employer or other third party to Executive, his spouse and/or his dependents; and Executive (or, in the event of his death, his estate or legal representative) shall forthwith advise the Company in writing as soon as any such programs or benefits are so provided, or are so offered or made available, to Executive, his spouse and/or his dependents.

Termination by the Company for Cause or by Executive other than for Good Reason. If Executive’s employment is terminated by the Company for Cause or on account of Executive’s resignation other than for Good Reason, then the following shall apply: (i) The Company shall pay Executive his unpaid Base Salary and, to the extent required by law or the Company’s vacation policy, his accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination. (ii) The Company shall reimburse Executive, pursuant to Section 5(d), for reasonable expenses incurred by Executive, but not reimbursed, prior to the Date of Termination, unless such termination resulted from a misappropriation of Company funds. (iii) Executive shall be entitled to such other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any other agreements, plans or programs of the Company (provided, however, that, to the extent that any such agreement, plan or program makes provision with respect to any of the matters referred to in the foregoing clauses (i) and (ii) and clause (iv) below, the provisions of such clauses shall supersede and govern). (iv) All unvested stock options and unvested shares of the Company’s restricted stock granted to Executive prior to the Date of Termination will not vest and will be forfeited, returned to the Company and, at the Company’s election, may be cancelled by the Company (with it being agreed and understood, for avoidance of doubt, that, if the 2006 Employment Agreement is terminated pursuant to the terms thereof prior to the Effective Date, none of the shares of the Company’s restricted stock that are granted and issued under this Agreement as part of the Non-Contingent Grant or the Contingent Grant will be or become vested and all of such shares of the Company’s restricted stock will be forfeited, returned to the Company and, at the Company’s election, may be cancelled by the Company). In addition and for the avoidance of doubt, if the Date of Termination shall occur prior to the last day of a calendar year, no Bonus shall be payable to Executive with respect to such calendar year. Notwithstanding anything to the contrary contained in this Section 8 or elsewhere in this Agreement, to the extent the Company has any obligation hereunder to maintain, for the continued benefit of Executive, his spouse and/or his dependents, any medical, hospitalization, dental and/or life insurance programs or to arrange to provide Executive, his spouse and/or his dependents with the economic equivalent of such benefits, such obligation shall (except to the extent prohibited under applicable law) immediately cease and terminate with respect to any such programs or benefits that are provided are offered or made or available by an employer or other third party to Executive, his spouse and/or his dependents; and Executive (or, in the event of his death, his estate or legal representative) shall forthwith advise the Company in writing as soon as any such programs or benefits are so provided, or are so offered or made available, to Executive, his spouse and/or his dependents.

Termination by the Company for Cause or by Executive other than for Good Reason. If Executive’s employment is terminated by the Company for Cause or on account of Executive’s resignation other than for Good Reason, then the following shall apply: (i) The Company shall pay Executive his unpaid Base Salary and, to the extent required by law or the Company’s vacation policy, his accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination. (ii) The Company shall reimburse Executive, pursuant to Section 5(d)) above, for reasonable expenses incurred by Executive, but not reimbursed, prior to the Date of Termination, unless such termination resulted from a misappropriation of Company funds. (iii) Executive shall be entitled to such other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any other agreements, plans or programs of the Company (provided, however, that, to the extent that any such agreement, plan or program makes provision with respect to any of the matters referred to in the foregoing clauses (i) and (ii) and clause (iv) below, the provisions of such clauses shall supersede and govern). (iv) All unvested stock options and unvested shares of the Company’s restricted stock granted to Executive prior to the Date of Termination will not vest and will be forfeited, returned to the Company and, at the Company’s election, may be cancelled by the Company (with it being agreed and understood, for avoidance of doubt, that, if the Current Employment Agreement is terminated pursuant to the terms thereof prior to the Effective Date, none of the shares of the Company’s restricted stock that are granted and issued under this Agreement as part of the Non-Contingent Grant or the Contingent Grant will be or become vested and all of such shares of the Company’s restricted stock will be forfeited, returned to the Company and, at the Company’s election, may be cancelled by the Company). In addition and for the avoidance of doubt, if the Date of Termination shall occur prior to the last day of a calendar year, no Bonus shall be payable to Executive with respect to such calendar year. Notwithstanding anything to the contrary contained in this Section 8 or elsewhere in this Agreement, to the extent the Company has any obligation hereunder to maintain, for the continued benefit of Executive, his spouse and/or his dependents, any medical, hospitalization, dental and/or life insurance programs or to arrange to provide Executive, his spouse and/or his dependents with the economic equivalent of such benefits, such obligation shall (except to the extent prohibited under applicable law) immediately cease and terminate with respect to any such programs or benefits that are provided or are offered or made or available by an employer or other third party to Executive, his spouse and/or his dependents; and Executive (or, in the event of his death, his estate or legal representative) shall forthwith advise the Company in writing as soon as any such programs or benefits are so provided, or are so offered or made available, to Executive, his spouse and/or his dependents.