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

Termination by the Company for Good Cause. The Company may terminate this Agreement and its obligations to the Employee under this Agreement at any time for "Good Cause", which shall mean only (i) the conviction of the Employee of (or the plea by the Employee of NOLO CONTENDERE to) a felony, (ii) the good faith determination by the Board that the Employee has willfully and deliberately failed to perform a material amount of Employee's duties under this Agreement (other than a failure to perform duties resulting from the Employee's incapacity due to physical or mental illness), which failure to perform duties shall not have been cured within thirty (30) days after the receipt by the Employee of written notice thereof from the Board specifying with reasonable particularity such alleged failure; (iii) any absence from the Company's regular full-time employment in excess of three consecutive days that is not due to a vacation, participation in a permitted activity, bona fide illness, disability, death or other reason expressly authorized by the Board in advance; or (iv) any act or acts of personal dishonesty (including, without limitation, any insixxx xxxxxxx xx unauthorized trading in the Company's securities) by the Employee which have a material adverse effect on the Company or any of its subsidiaries. In the event of such termination, the Employee shall only be entitled to receive any accrued but unpaid sick pay and any properly incurred unreimbursed expenses. In addition, if the Company terminates this Agreement due to the conviction of the Employee of (or the plea by the Employee of NOLO CONTENDERE to) a felony as a result of (iv) above, then Employee will pay all costs and expenses (including reasonable attorney's fees) incurred by the Company in connection therewith.

Termination by the Company for Good Cause. The Company may terminate this Agreement and its obligations to the Employee under this Agreement Agreement, and thereby terminate Employee’s employment, at any time for "“Good Cause"”, which shall mean only only: (i) the conviction of the Employee of (or the plea by the Employee of NOLO CONTENDERE nolo contendere to) a felony, felony or any crime which involves moral turpitude; (ii) the good faith determination by the Board that the Employee has willfully and deliberately failed to perform a material amount of Employee's ’s duties under this Agreement (other than a failure to perform duties resulting from the Employee's ’s incapacity due to physical or mental illness), which failure to perform duties shall not have been cured within thirty (30) days after the receipt by the Employee of written notice thereof from the Board specifying with reasonable particularity such alleged failure; (iii) any absence from the Company's ’s regular full-time employment in excess of three consecutive days that is not due to a vacation, participation in a permitted activity, bona fide illness, disability, death or other reason expressly authorized by the Board in advance; or (iv) any act or acts of personal dishonesty (including, without limitation, any insixxx xxxxxxx xx xxxxxxx or unauthorized trading in the Company's ’s securities) by the Employee which have a material adverse effect on Employee; (v) the Company violation of Employee’s fiduciary duties to the Company, or the violation of any law, statute or regulation relating to the operation of its subsidiariesthe Company’s business; or (vi) misconduct that impairs Employee’s ability effectively to perform the duties or responsibilities of Employee’s position. In the event of such termination, the Employee shall only be entitled to receive any accrued but unpaid sick pay and any unreimbursed expenses payable pursuant to Section 4 above that were properly incurred unreimbursed expensesprior to Employee’s termination of employment. In addition, if the Company terminates this Agreement due to the conviction of the Employee of (or the plea by the Employee of NOLO CONTENDERE nolo contendere to) a felony as a result of (iv) above, then Employee will pay all costs and expenses (including reasonable attorney's ’s fees) incurred by the Company in connection therewith.

Termination by the Company for Good Cause. The Company may terminate this Agreement and its obligations to the Employee under this Agreement at any time for "Good Cause", which shall mean only (i) the conviction of the Employee of (or the plea by the Employee of NOLO CONTENDERE to) a felony, (ii) the good faith determination by the Board that the Employee has willfully and deliberately failed to perform a material amount of Employee's duties under this Agreement (other than a failure to perform duties resulting from the Employee's incapacity due to physical or mental illness), which failure to perform duties shall not have been cured within thirty (30) days after the receipt by the Employee of written notice thereof from the Board specifying with reasonable particularity such alleged failure; (iii) any absence from the Company's regular full-time employment in excess of three consecutive days that is not due to a vacation, participation in a permitted activity, bona fide illness, disability, death or other reason expressly authorized by the Board in advance; or (iv) any act or acts of personal dishonesty (including, without limitation, any insixxx xxxxxxx xx insider trading or unauthorized trading in the Company's securities) by the Employee which have a material adverse effect on the Company or any of its subsidiaries. In the event of such termination, the Employee shall only be entitled to receive any accrued but unpaid sick pay and any properly incurred unreimbursed expenses. In addition, if the Company terminates this Agreement due to the conviction of the Employee of (or the plea by the Employee of NOLO CONTENDERE to) a felony as a result of (iv) above, then Employee will pay all costs and expenses (including reasonable attorney's fees) incurred by the Company in connection therewith.

Termination by the Company for Good Cause. The Company may terminate this Agreement and its obligations to the Employee under this Agreement Agreement, and thereby terminate Employee’s employment, at any time for "“Good Cause"”, which shall mean only only: (i) the conviction of the Employee of (or the plea by the Employee of NOLO CONTENDERE nolo contendere to) a felony, felony or any crime which involves moral turpitude; (ii) the good faith determination by the Board that the Employee has willfully and deliberately failed to perform a material amount of Employee's ’s duties under this Agreement (other than a failure to perform duties resulting from the Employee's ’s incapacity due to physical or mental illness), which failure to perform duties shall not have been cured within thirty (30) days after the receipt by the Employee of written notice thereof from the Board specifying with reasonable particularity such alleged failure; (iii) any absence from the Company's ’s regular full-time employment in excess of three consecutive days that is not due to a vacation, participation in a permitted activity, bona fide illness, disability, death or other reason expressly authorized by the Board in advance; or (iv) any act or acts of personal dishonesty (including, without limitation, any insixxx ixxxxxx xxxxxxx xx or unauthorized trading in the Company's ’s securities) by the Employee which have a material adverse effect on Employee; (v) the Company violation of Employee’s fiduciary duties to the Company, or the violation of any law, statute or regulation relating to the operation of its subsidiariesthe Company’s business; or (vi) misconduct that impairs Employee’s ability effectively to perform the duties or responsibilities of Employee’s position. In the event of such termination, the Employee shall only be entitled to receive any accrued but unpaid sick pay and any unreimbursed expenses payable pursuant to Section 4 above that were properly incurred unreimbursed expensesprior to Employee’s termination of employment. In addition, if the Company terminates this Agreement due to the conviction of the Employee of (or the plea by the Employee of NOLO CONTENDERE nolo contendere to) a felony as a result of (iv) above, then Employee will pay all costs and expenses (including reasonable attorney's ’s fees) incurred by the Company in connection therewith.

Termination by the Company for Good Cause. The Company may terminate this Agreement and its obligations to the Employee under this Agreement at any time for "Good Cause", which shall mean only (i) the conviction of the Employee of (or the plea by the Employee of NOLO CONTENDERE nolo contendere to) a felony, (ii) the good faith determination by the Chief Executive Officer or Board that the Employee has willfully and deliberately failed to perform a material amount of Employee's duties under this Agreement (other than a failure to perform duties resulting from the Employee's incapacity due to physical or mental illness), which failure to perform duties shall not have been cured within thirty (30) days after the receipt by the Employee of written notice thereof from the Chief Executive Officer or the Board specifying with reasonable particularity such alleged failure; : (iii) any absence from the Company's regular full-time employment in excess of three consecutive days that is not due to a vacation, participation in a permitted activity, bona fide illness, disability, death or other reason expressly authorized by the Board in advance; or (iv) any act or acts of personal dishonesty (including, without limitation, limitation any insixxx xxxxxxx xx unauthorized trading in the Company's securities) by the Employee which have a material adverse effect on the Company or any of its subsidiaries. In the event of such termination, the Employee shall only be entitled to receive any accrued but unpaid sick pay and any properly incurred unreimbursed expenses. In addition, if the Company terminates this Agreement due to the conviction of the Employee of (or the plea by the Employee of NOLO CONTENDERE nolo contendere to) a felony as a result of (iv) above, then Employee will pay all costs and expenses (including reasonable attorney's fees) incurred by the Company in connection therewith.

Termination by the Company for Good Cause. The Company may terminate this Agreement and its obligations to the Employee under this Agreement at any time for "Good Cause", which shall mean only (i) the conviction of the Employee of (or the plea by the Employee of NOLO CONTENDERE to) a felony, (ii) the good faith determination by the Board that the Employee has willfully and deliberately failed to perform a material amount of Employee's duties under this Agreement (other than a failure to perform duties resulting from the Employee's incapacity due to physical or mental illness), which failure to perform duties shall not have been cured within thirty (30) days after the receipt by the Employee of written notice thereof from the Board specifying with reasonable particularity such alleged failure; (iii) any absence from the Company's regular full-time employment in excess of three consecutive days that is not due to a vacation, participation in a permitted activity, bona fide illness, disability, death or other reason expressly authorized by the Board in advance; or (iv) any act or acts of personal dishonesty (including, without limitation, any insixxx xxxxxxx xx xxxxxxx or unauthorized trading in the Company's securities) by the Employee which have a material adverse effect on the Company or any of its subsidiaries. In the event of such termination, the Employee shall only be entitled to receive any accrued but unpaid sick pay and any properly incurred unreimbursed expenses. In addition, if the Company terminates this Agreement due to the conviction of the Employee of (or the plea by the Employee of NOLO CONTENDERE to) a felony as a result of (iv) above, then Employee will pay all costs and expenses (including reasonable attorney's fees) incurred by the Company in connection therewith.

Termination by the Company for Good Cause. The Company may terminate this Agreement the Term and its obligations Employee's employment for Good Cause (as defined below), effective ten (10) days after written notice is provided to Employee of the Employee under this Agreement at any time for Board's final determination of Good Cause. "Good Cause", which " shall mean only mean: (i) the conviction of the Employee of (or the plea by the Employee of NOLO CONTENDERE to) a felony, (ii) the good faith determination by the Board that the Employee has willfully and deliberately failed to perform a material amount of Employee's duties under material breach of this Agreement (other than a any failure to perform duties resulting from the Employee's incapacity due to physical or mental illness), which and specifically excluding any failure by Employee, after reasonable efforts, to perform duties shall meet expectations for the Company's performance) if such breach has not have been cured to the reasonable satisfaction of the Board within thirty (30) days after the receipt written notice by the Company to Employee specifying the performance or nonperformance constituting such breach; (ii) Employee's negligence in the performance or nonperformance of any of Employee's material duties or responsibilities if such negligence has not been cured to the reasonable satisfaction of the Board within thirty (30) days after written notice thereof from by the Board Company specifying with reasonable particularity such alleged failurethe performance or nonperformance by Employee that constitutes negligence of Employee's material duties or responsibilities; (iii) any absence from Employee's dishonesty, fraud, or misconduct with respect to the business or affairs of the Company; (iv) Employee's regular full-time employment in excess conviction of three consecutive days that is not due a felony or conviction of a misdemeanor involving theft, fraud, dishonesty, illegality, or act of moral turpitude, or a plea of "guilty," "no contest," or "nolo contendre" to a vacationthe same, participation in a permitted activity, bona fide illness, disability, death or other reason expressly authorized subject to confirmation by the Board in advance; at a duly called meeting or (ivv) any act Employee's failure to implement and monitor compliance with policies reasonably designed to comply with the requirements of the Xxxxxxxx-Xxxxx Act of 2002 to the extent such law is applicable to the Company. The cessation of employment of Employee shall not be deemed to be for Good Cause under subparagraph (i), (ii), (iii) or acts (v) above unless and until there shall have been delivered to Employee a copy of personal dishonesty a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board called and held for such purpose (includingafter reasonable notice is provided to Employee and Employee is given an opportunity, without limitationtogether with counsel, any insixxx xxxxxxx xx unauthorized trading to be heard before the Board), finding that, in the Company's securitiesgood faith opinion of the Board, Employee has engaged in the conduct described in subparagraph (i), (ii), (iii) by or (v) above and specifying the particulars thereof in detail; provided, however, if Employee which is a member of the Board, Employee shall have no right to participate in such vote, and the number of members needed to constitute a material adverse effect on majority of the Company or any members of its subsidiariessuch Board shall be determined without counting Employee as a member of the Board. In the event of such termination of Employee's employment for Good Cause, no compensation or benefits shall be payable to Employee after the date of termination, the Employee shall only be entitled to receive any accrued but unpaid sick pay and any properly incurred unreimbursed expenses. In addition, if the Company terminates this Agreement due to the conviction of the Employee of (or the plea by the Employee of NOLO CONTENDERE to) a felony except as a result of (iv) above, then Employee will pay all costs and expenses (including reasonable attorney's fees) incurred by the Company provided for in connection therewithParagraph 6(f).

Termination by the Company for Good Cause. The Company may terminate this Agreement and its obligations to the Employee under this Agreement at any time for "Good Cause", which shall mean only (i) the conviction of the Employee of (or the plea by the Employee of NOLO CONTENDERE to) a felony, (ii) the good faith determination by the Board that the Employee has willfully and deliberately failed to perform a material amount of Employee's duties under this Agreement (other than a failure to perform duties resulting from the Employee's incapacity due to physical or mental illness), which failure to perform duties shall not have been cured within thirty (30) days after the receipt by the Employee of written notice thereof from the Board specifying with reasonable particularity such alleged failure; (iii) any absence from the Company's regular full-time employment in excess of three THREE consecutive days DAYS that is not due to a vacation, participation in a permitted activity, bona fide illness, disability, death or other reason expressly authorized by the Board in advance; or (iv) any act or acts of personal dishonesty (including, without limitation, any insixxx xxxxxxx xx unauthorized trading in the Company's securities) by the Employee which have a material adverse effect on the HAVE A MATERIAL ADVERSE EFFECT ON THE Company or any of its subsidiaries. In the event of such termination, the Employee shall only be entitled to receive any accrued but unpaid sick pay and any properly incurred unreimbursed expenses. In addition, if the Company terminates this Agreement due to the conviction of the Employee of (or the plea by the Employee of NOLO CONTENDERE to) a felony as a result of (iv) above, then Employee will pay all costs and expenses (including reasonable attorney's fees) incurred by the Company in connection therewith.

Termination by the Company for Good Cause. The Company may terminate this Agreement and its obligations to the Employee under this Agreement at any time for "Good Cause", which shall mean only (i) the conviction of the Employee of (or the plea by the Employee of NOLO CONTENDERE to) a felony, (ii) the good faith determination by the Board that the Employee has willfully and deliberately failed to perform a material amount of Employee's duties under this Agreement (other than a failure to perform duties resulting from the Employee's incapacity due to physical or mental illness), which failure to perform duties shall not have been cured within thirty (30) days after the receipt by the Employee of written notice thereof from the Board specifying with reasonable particularity such alleged failure; (iii) any absence from the Company's regular full-time employment in excess of three consecutive days that is not due to a vacation, participation in a permitted activity, bona fide illness, disability, death or other reason expressly authorized by the Board in advance; or (iv) any act or acts of personal dishonesty (including, without limitation, any insixxx xxxxxxx xx insider trading or unauthorized trading in the Company's securities) by the Employee xx xxx Xxxxxxxx which have a material adverse effect on the Company or any of its subsidiaries. In the event of such termination, the Employee shall only be entitled to receive any accrued but unpaid sick pay and any properly incurred unreimbursed expenses. In addition, if the Company terminates this Agreement due to the conviction of the Employee of (or the plea by the Employee of NOLO CONTENDERE to) a felony as a result of (iv) above, then Employee will pay all costs and expenses (including reasonable attorney's fees) incurred by the Company in connection therewith.