Common use of Termination by the Company for Due Cause Clause in Contracts

Termination by the Company for Due Cause. The Company may terminate the Executive's employment for Due Cause. The Executive shall continue to receive the salary provided for in this Agreement only through the period ending with the date of such termination. Any rights and benefits he may have under employee benefit plans and programs of the Company shall be determined in accordance with the terms of such plans and programs. Except as provided in the two immediately preceding sentences, after termination of employment for Due Cause, the Executive shall not be entitled to any compensation or benefits from the Company or hereunder. "Due Cause," for purposes of this Agreement, means (i) the Executive's committing or engaging in (A) any fraud or theft, misappropriation or embezzlement of funds or other assets of the Company or its customers, vendors, or joint venture partners, or (B) any negligent or reckless acts resulting in or causing material reputational or other material harm or damage to the Company or its subsidiaries, in the good faith reasonable judgment of the Board; (ii) the conviction of the Executive for, or the Executive's plea of guilty or nolo contendere to: (X) any felony or (Y) any other crime (whether or not connected with the Executive's employment); but in each of the above cases, only if such felony or crime involves fraud or moral turpitude or has or could have the effect, in the Board's reasonable and good faith determination, of causing material reputational or other material harm or damage to the Company or its subsidiaries; (iii) any repeated failure of the Executive to be actively engaged in his duties, which failure has not been cured within fifteen (15) days after written notice thereof from the Board specifying in reasonable detail such failure; (iv) the Executive's violation of any reasonable written direction (including any such direction contained in the minutes of any meeting of the Board) or any rule or regulation established by the Board, which violation has not been cured (if curable) by the Executive within fifteen (15) days after written notice thereof from the Board specifying in reasonable detail the violation; (v) any material breach by the Executive of his obligations to the Company (or failure of the Executive to substantially perform his duties) (including any failure to comply with any policies of the Company or the terms of this Agreement or the Loyalty Agreement), which failure has not been cured (if curable) by the Executive within 15 days after written notice thereof from the Board specifying in reasonable detail the failure or breach; or (vi) the Executive's use of (i) illegal drugs, (ii) any illegal substance, or (iii) excessive use of alcohol; in each case only in such a manner that materially interferes with the performance of his duties under this Agreement and includes the Executive's failure to take steps to remedy, or seek treatment for, such use within a medically reasonable period of time after written notice thereof from the Board.

Termination by the Company for Due Cause. The Nothing herein shall prevent the Company may terminate from terminating the Executive's employment for Due Cause. The Executive shall continue to receive the salary provided for in this Agreement only through the period ending with the date of such terminationtermination as provided in this Paragraph 4(c). Any rights and benefits he may have under employee benefit plans and programs of the Company shall be determined in accordance with the terms of such plans and programs. Except The term "Due Cause," as provided used herein, shall mean (i) an act or acts of dishonesty on the Executive's part which are intended to result in the two immediately preceding sentencesExecutive's substantial personal enrichment at the expense of the Company or (ii) repeated material violations by the Executive of the Executive's obligations hereunder (1) which are demonstrably willful and deliberate on the Executive's part, (2) which are not due to the Disability of the Executive (within the meaning of Paragraph 4(c) but without regard to the requirement that it continue for more than six months and provided that any determination of the Executive's Disability is made in good faith by the Executive's physician) and (3) which have not been cured by the Executive within a reasonable time after termination written notice to the Executive specifying the nature of employment for Due Causesuch violations. Notwithstanding the foregoing, the Executive shall not be entitled deemed to any compensation or benefits have been terminated for Due Cause without (1) reasonable notice to the Executive setting forth the reasons for the Company's intention to terminate for Due Cause, (2) an opportunity for the Executive, together with his counsel, to be heard before the Board, and (3) delivery to the Executive of a Notice of Termination from the Company or hereunder. "Due Cause," for purposes of this Agreement, means (i) the Executive's committing or engaging in (A) any fraud or theft, misappropriation or embezzlement of funds or other assets of the Company or its customers, vendors, or joint venture partners, or (B) any negligent or reckless acts resulting in or causing material reputational or other material harm or damage to the Company or its subsidiaries, Board finding that in the good faith reasonable judgment opinion of three-quarters (3/4) of the Board; Board the Executive was guilty of conduct set forth above in clause (i) or (ii) hereof, and specifying the conviction of the Executive for, or the Executive's plea of guilty or nolo contendere to: (X) any felony or (Y) any other crime (whether or not connected with the Executive's employment); but particulars thereof in each of the above cases, only if such felony or crime involves fraud or moral turpitude or has or could have the effect, in the Board's reasonable and good faith determination, of causing material reputational or other material harm or damage to the Company or its subsidiaries; (iii) any repeated failure of the Executive to be actively engaged in his duties, which failure has not been cured within fifteen (15) days after written notice thereof from the Board specifying in reasonable detail such failure; (iv) the Executive's violation of any reasonable written direction (including any such direction contained in the minutes of any meeting of the Board) or any rule or regulation established by the Board, which violation has not been cured (if curable) by the Executive within fifteen (15) days after written notice thereof from the Board specifying in reasonable detail the violation; (v) any material breach by the Executive of his obligations to the Company (or failure of the Executive to substantially perform his duties) (including any failure to comply with any policies of the Company or the terms of this Agreement or the Loyalty Agreement), which failure has not been cured (if curable) by the Executive within 15 days after written notice thereof from the Board specifying in reasonable detail the failure or breach; or (vi) the Executive's use of (i) illegal drugs, (ii) any illegal substance, or (iii) excessive use of alcohol; in each case only in such a manner that materially interferes with the performance of his duties under this Agreement and includes the Executive's failure to take steps to remedy, or seek treatment for, such use within a medically reasonable period of time after written notice thereof from the Boarddetail.

Termination by the Company for Due Cause. The Nothing herein shall prevent the Company may terminate from terminating the ExecutiveEmployee's employment at any time for “Due Cause” (as hereinafter defined). The Executive Employee shall continue to receive the salary Base Salary provided for in this Agreement only through the period ending with the date of such termination. Any rights and benefits he the Employee may have under employee benefit plans and programs of the Company shall be determined in accordance with the terms of such plans and programs. Except as provided in the two immediately preceding sentences, after termination of employment for Due Cause, the Executive Employee shall not be entitled to any compensation or benefits from the Company or hereunder. "Due Cause," for For purposes of this Agreement, means “Due Cause” shall mean: (i) a material breach by the Executive's committing or engaging in (A) any fraud or theft, misappropriation or embezzlement of funds or other assets Employee of the Company Employee's duties and obligations under this Agreement or its customers, vendors, violation in any material respect of any code or joint venture partners, or (B) any negligent or reckless acts resulting in or causing material reputational or other material harm or damage standard of conduct generally applicable to the Company officers of the Company, including, but not limited to, the Company's Code of Ethics and Business Conduct, (1) which is willful and deliberate on the Employee's part, (2) which is not due to the Disability of the Employee (within the meaning of Subsection 4(b) but without regard to the requirement that it continue for more than six months or its subsidiaries180 days within a 270-day period), (3) which is committed in bad faith or without reasonable belief that such breach is in the good faith reasonable judgment best interests of the BoardCompany, and (4) which, if curable, has not been cured by the Employee within 15 business days after the Employee's receipt of notice to the Employee specifying the nature of such violations; (ii) a material violation by the conviction Employee of the Executive for, or the ExecutiveEmployee's plea of guilty or nolo contendere to: (X) any felony or (Y) any other crime (whether or not connected with the Executive's employment); but Loyalty Obligations as provided in each of the above cases, only if such felony or crime involves fraud or moral turpitude or has or could have the effect, in the Board's reasonable and good faith determination, of causing material reputational or other material harm or damage to the Company or its subsidiariesParagraph 18; (iii) any repeated failure conviction of the Executive to be actively engaged in his dutiesa crime of moral turpitude or a felony involving fraud, which failure has not been cured within fifteen (15) days after written notice thereof from the Board specifying in reasonable detail such failurebreach of trust, or misappropriation; (iv) the ExecutiveEmployee's violation of any reasonable written direction (including any such direction contained willfully engaging in bad faith conduct that is demonstrably and materially injurious to the minutes of any meeting of the BoardCompany, monetarily or otherwise; or(v) or any rule or regulation established a determination by the Board, which violation has not been cured (if curable) by Company that the Executive within fifteen (15) days after written notice thereof from the Board specifying in reasonable detail the violation; (v) any material breach by the Executive of his obligations to the Company (or failure of the Executive to substantially perform his duties) (including any failure to comply with any policies of the Company or the terms of this Agreement or the Loyalty Agreement), which failure has not been cured (if curable) by the Executive within 15 days after written notice thereof from the Board specifying in reasonable detail the failure or breach; or (vi) the Executive's use of (i) illegal drugs, (ii) any illegal substance, or (iii) excessive use of alcohol; in each case only in such a manner that materially interferes with the performance of his duties under this Agreement and includes the Executive's failure to take steps to remedy, or seek treatment for, such use within a medically reasonable period of time after written notice thereof from the Board.Employee is

Termination by the Company for Due Cause. The Company may terminate the Executive's ’s employment for Due Cause. The Executive shall continue to receive the salary provided for in this Agreement only through the period ending with the date of such termination. Any rights and benefits he may have under employee benefit plans and programs of the Company shall be determined in accordance with the terms of such plans and programs. Except as provided in the two immediately preceding sentences, after termination of employment for Due Cause, the Executive shall not be entitled to any compensation or benefits from the Company or hereunder. "“Due Cause," ” for purposes of this Agreement, means (i) the Executive's ’s committing or engaging in (A) any fraud or theft, misappropriation or embezzlement of funds or other assets of the Company or its customers, vendors, or joint venture partners, or (B) any negligent or reckless acts resulting in or causing material reputational or other material harm or damage to the Company or its subsidiaries, in the good faith reasonable judgment of the Board; (ii) the conviction of the Executive for, or the Executive's ’s plea of guilty or nolo contendere to: (X) any felony or (Y) any other crime (whether or not connected with the Executive's ’s employment); but in each of the above cases, only if such felony or crime involves fraud or moral turpitude or has or could have the effect, in the Board's ’s reasonable and good faith determination, of causing material reputational or other material harm or damage to the Company or its subsidiaries; (iii) any repeated failure of the Executive to be actively engaged in his duties, which failure has not been cured within fifteen (15) days after written notice thereof from the Board specifying in reasonable detail such failure; (iv) the Executive's ’s violation of any reasonable written direction (including any such direction contained in the minutes of any meeting of the Board) or any rule or regulation established by the Board, which violation has not been cured (if curable) by the Executive within fifteen (15) days after written notice thereof from the Board specifying in reasonable detail the violation; (v) any material breach by the Executive of his obligations to the Company (or failure of the Executive to substantially perform his duties) (including any failure to comply with any policies of the Company or the terms of this Agreement or the Loyalty Agreement), which failure has not been cured (if curable) by the Executive within 15 days after written notice thereof from the Board specifying in reasonable detail the failure or breach; or (vi) the Executive's ’s use of (i) illegal drugs, (ii) any illegal substance, or (iii) excessive use of alcohol; in each case only in such a manner that materially interferes with the performance of his duties under this Agreement and includes the Executive's ’s failure to take steps to remedy, or seek treatment for, such use within a medically reasonable period of time after written notice thereof from the Board.

Termination by the Company for Due Cause. The Nothing herein shall prevent the Company may terminate from terminating the Executive's employment for Due Cause. The Executive shall continue to receive the salary provided for in this Agreement only through the period ending with the date of such termination. Any rights and benefits he may have under employee benefit plans and programs of the Company shall be determined in accordance with the terms of such plans and programs. Except as provided in the two immediately preceding sentences, after termination of employment for Due Cause, the Executive shall not be entitled to any compensation or benefits from the Company or hereunder. The term "Due Cause," for purposes of this Agreementas used herein, means shall mean (i) the Executive's committing or engaging in (A) any fraud or theft, misappropriation or embezzlement of funds or other assets of the Company or its customers, vendors, or joint venture partners, or (B) any negligent or reckless acts resulting in or causing repeated material reputational or other material harm or damage to the Company or its subsidiaries, in the good faith reasonable judgment of the Board; (ii) the conviction of the Executive for, or the Executive's plea of guilty or nolo contendere to: (X) any felony or (Y) any other crime (whether or not connected with the Executive's employment); but in each of the above cases, only if such felony or crime involves fraud or moral turpitude or has or could have the effect, in the Board's reasonable and good faith determination, of causing material reputational or other material harm or damage to the Company or its subsidiaries; (iii) any repeated failure of the Executive to be actively engaged in his duties, which failure has not been cured within fifteen (15) days after written notice thereof from the Board specifying in reasonable detail such failure; (iv) the Executive's violation of any reasonable written direction (including any such direction contained in the minutes of any meeting of the Board) or any rule or regulation established by the Board, which violation has not been cured (if curable) by the Executive within fifteen (15) days after written notice thereof from the Board specifying in reasonable detail the violation; (v) any material breach by the Executive of his the Executive's obligations hereunder, the DNN Agreement (as defined in Paragraph 10 below) or a written directive from either the Chairman of the Board or the Board (1) which are willful and deliberate on the Executive's part, (2) which are not due to the Company (or failure Disability of the Executive (within the meaning of Paragraph 4(b) but without regard to substantially perform his dutiesthe requirement that it continue for more than six months or 180 days within a 270-day period) and (including any failure to comply with any policies of the Company or the terms of this Agreement or the Loyalty Agreement), 3) which failure has have not been cured (if curable) by the Executive within 15 business days after written notice thereof from to the Board Executive specifying in reasonable detail the failure or breach; or (vi) the Executive's use nature of (i) illegal drugssuch violations, (ii) any illegal substancean act or acts of dishonesty on the Executive's part which are intended to or do result in either the Executive's personal enrichment or material adverse affect upon the Company's assets, business, prospects or reputation, or (iii) excessive use conviction of alcohol; in each case only in such a manner that materially interferes with felony or a misdemeanor involving fraud, breach of trust, or misappropriation. Notwithstanding the performance of his duties under this Agreement and includes foregoing, the Executive shall not be deemed to have been terminated for Due Cause without (1) written notice to the Executive setting forth the reasons for the Company's intention to terminate for Due Cause, (2) an opportunity for the Executive's failure , together with his counsel, to take steps be heard before the Board, and (3) delivery to remedy, or seek treatment for, such use within the Executive of a medically reasonable period Notice of time after written notice thereof Termination from the Board.Board finding that in the good faith opinion of at least three-quarters (3/4) of the Board (not counting the Executive in either the numerator or the denominator), the Executive was guilty of conduct set forth above in clause (i), (ii) or (iii) hereof, and specifying the particulars thereof in detail. (D)

Termination by the Company for Due Cause. The Nothing herein shall ---------------------------------------- prevent the Company may terminate the Executive's employment from terminating Employee for Due Cause. The Executive Employee shall continue to receive the salary payments provided for in this Agreement only through the period ending with the date of such terminationtermination as provided in this Section. Any rights and benefits he may have under employee benefit plans and programs of the Company Company, generally, shall be determined in accordance with the terms and provisions of such plans and programs. Except The term "Due Cause" as provided used herein, shall mean that (i) Employee has committed a serious criminal act, such as embezzlement, against the Company or a felony involving moral turpitude or (ii) Employee, in carrying out his duties hereunder, has been guilty of willful misconduct, resulting in either case in material harm to the two immediately preceding sentencesCompany; provided, after termination in any event, Employee shall be given written notice by a majority of the Board of Directors of the Company that it intends to terminate Employee's employment for Due CauseCause under this Section, which written notice shall specify the Executive shall not be entitled to any compensation act or benefits from acts upon the Company or hereunder. "Due Cause," for purposes basis of this Agreement, means (i) which the Executive's committing or engaging in (A) any fraud or theft, misappropriation or embezzlement majority of funds or other assets the Board of Directors of the Company or its customers, vendors, or joint venture partners, or (B) any negligent or reckless acts resulting in or causing material reputational or other material harm or damage intends so to the Company or its subsidiaries, in the good faith reasonable judgment of the Board; (ii) the conviction of the Executive for, or the Executive's plea of guilty or nolo contendere to: (X) any felony or (Y) any other crime (whether or not connected with the Executiveterminate Employee's employment); but in each of , and Employee shall then be given the above casesopportunity, only if such felony or crime involves fraud or moral turpitude or has or could have the effect, in the Board's reasonable and good faith determination, of causing material reputational or other material harm or damage to the Company or its subsidiaries; (iii) any repeated failure of the Executive to be actively engaged in his duties, which failure has not been cured within fifteen (15) days after written notice thereof from of his receipt of such notice, to have a meeting with the Board specifying in reasonable detail such failure; (iv) the Executive's violation of any reasonable written direction (including any such direction contained in the minutes of any meeting of the Board) or any rule or regulation established by the Board, which violation has not been cured (if curable) by the Executive within fifteen (15) days after written notice thereof from the Board specifying in reasonable detail the violation; (v) any material breach by the Executive of his obligations to the Company (or failure of the Executive to substantially perform his duties) (including any failure to comply with any policies Directors of the Company to discuss such act or the terms of this Agreement or the Loyalty Agreement), which failure has not been cured (if curable) by the Executive within 15 days after written notice thereof from the Board specifying in reasonable detail the failure or breach; or (vi) the Executive's use of (i) illegal drugs, (ii) any illegal substance, or (iii) excessive use of alcohol; in each case only in such a manner that materially interferes with the performance of his duties under this Agreement and includes the Executive's failure to take steps to remedy, or seek treatment for, such use within a medically reasonable period of time after written notice thereof from the Boardacts.