Common use of Termination by the Company with Cause Clause in Contracts

Termination by the Company with Cause. i. The Company may terminate this Agreement and the Executive’s employment for Cause, as defined herein, upon written notice to the Executive setting forth in reasonable detail the facts and circumstances upon which the Board shall have determined, following reasonable inquiry, that Cause exists. ii. As used herein, “Cause” shall mean (i) any willful, material violation of any law or regulation applicable to the business of the Company or any affiliate of the Company; (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or any willful perpetration of a common law fraud; (iii) commission of any act of personal dishonesty which involves personal profit in connection with the Company or any affiliate of the Company; (iv) any material breach of any provisions of any agreement or understanding between the Company or any affiliate of the Company and Executive regarding the terms of Executive’s service as an employee, officer, director or consultant to the Company or any affiliate of the Company, including, without limitation, the willful and continued failure or refusal to perform the material duties required of Executive as an employee, officer, director or consultant of the Company or any affiliate of the Company (other than as a result of Disability) or a breach of any applicable creative works assignment and confidentiality agreement or similar agreement between the Company or any affiliate of the Company and Executive; (v) disregard of the policies of the Company or any affiliate of the Company, so as to cause material loss, damage or injury to the property, reputation or employees of the Company or any affiliate of the Company; (vi) the Executive is in breach of the terms of Sections 6, 7 and/or 8 hereof; (vii) Executive fails to devote his entire business time to his duties pursuant to Section 3 of this Agreement; or (viii) any other misconduct by Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the Company or any affiliate of the Company; provided, however, for purposes of subclauses (iv), (v), (vi) and (vii), no such action for omission, separately or together, shall constitute an event of “Cause” unless the Board gives written notice to the Executive specifying the act(s) or omission(s) the Board believes to be Cause and gives the Executive an opportunity to cure or amend such contract to the reasonable satisfaction of the Board.

Termination by the Company with Cause. i. The Company may terminate this Agreement and the Executive’s employment for Cause, as defined herein, upon written notice to the Executive setting forth in reasonable detail the facts and circumstances upon which the Board shall have determined, following reasonable inquiry, that Cause exists. ii. As used herein, “Cause” shall mean (i) any willful, material violation of any law or regulation applicable to the business of the Company or any affiliate of the Company; (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or any willful perpetration of a common law fraud; (iii) commission of any act of personal dishonesty which involves personal profit in connection with the Company or any affiliate of the Company; (iv) any material breach of any provisions of any agreement or understanding between the Company or any affiliate of the Company and Executive regarding the terms of Executive’s service as an employee, officer, director or consultant to the Company or any affiliate of the Company, including, without limitation, the willful and continued failure or refusal to perform the material duties required of Executive as an employee, officer, director or consultant of the Company or any affiliate of the Company (other than as a result of Disability) or a breach of any applicable creative works assignment and confidentiality agreement or similar agreement between the Company or any affiliate of the Company and Executive; (v) disregard of the policies of the Company or any affiliate of the Company, so as to cause material loss, damage or injury to the property, reputation or employees of the Company or any affiliate of the Company; or (vi) the Executive is in breach of the terms of Sections 6, 7 and/or 8 hereof; (vii) Executive fails to devote his entire business time to his duties pursuant to Section 3 of this Agreement; or (viii) any other misconduct by Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the Company or any affiliate of the Company; provided, however, for purposes of subclauses (iv), (v), (vi) and (viivi), no such action for omission, separately or together, shall constitute an event of “Cause” unless the Board gives written notice to the Executive specifying the act(s) or omission(s) the Board believes to be Cause and gives the Executive an opportunity to cure or amend such contract to the reasonable satisfaction of the Board.

Termination by the Company with Cause. i. The Company may terminate this Agreement and the Executive’s employment for with Cause immediately upon written notice, subject to the terms of this Section 2(a). Upon termination of the Executive’s employment with the Company with Cause, except with respect to accrued but unpaid base salary and any vested benefits to which the Executive may be entitled under any applicable plans and programs of the Company as defined of the Termination Date, the Executive will not earn or be eligible for, and the Company shall not be obligated to pay the Executive, any other compensation, including any annual bonus or other amounts provided herein, upon written notice and the Company shall have no further liability or obligation whatsoever to the Executive setting forth in reasonable detail the facts and circumstances upon which the Board shall have determined, following reasonable inquiry, that Cause exists. iihereunder. As used herein, “Cause” shall mean means: (i) any willfulthe Executive’s willful or reckless misconduct, material violation of any law or regulation applicable to gross, continuing or repeated negligence in the business performance of the Company or any affiliate of the Company; (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or any willful perpetration of a common law fraud; (iii) commission of any act of personal dishonesty which involves personal profit in connection with the Company or any affiliate of the Company; (iv) any material breach of any provisions of any agreement or understanding between the Company or any affiliate of the Company and Executive regarding the terms of Executive’s service as an employee, officer, director or consultant duties and responsibilities with respect to the Company or any affiliate of its affiliates, or his or her material failure to carry out directions which are reasonable in light of the CompanyExecutive’s primary duties and responsibilities, including, without limitation, the willful and continued failure or refusal any other conduct that results in substantial injury (monetary or otherwise) to perform the material duties required of Executive as an employee, officer, director or consultant of the Company or any affiliate member of the Company Group (other than as a result of Disabilitydefined below) or their officers, directors, employees or other agents; (ii) the Executive’s conviction of a breach of any applicable creative works assignment and confidentiality agreement felony, which has or similar agreement between could have a material adverse effect (monetary or otherwise) on the Company or any affiliate member of the Company and ExecutiveGroup or their affiliates, officers, directors, employees or other agents; (viii) disregard the Executive’s embezzlement or misappropriation of funds, commission of any material act of dishonesty, fraud or deceit, or violation of any federal or state law applicable to the policies securities industry; (iv) the Executive’s material breach of a legal or fiduciary duty owed to the Company or any affiliate member of the CompanyCompany Group or their officers, so as to cause directors, employees or other agents; or (v) the Executive’s material loss, damage or injury to breach of any provision of any agreement between the property, reputation or employees of Executive and the Company or any affiliate member of the Company; (vi) the Executive is in breach of the terms of Sections 6Company Group, 7 and/or 8 hereof; (vii) Executive fails to devote his entire business time to his duties pursuant to Section 3 of this Agreement; any Company policy or (viii) any other misconduct by Executive which is materially injurious to the financial condition or business reputation ofpractice, or is otherwise materially injurious to, the Company or any affiliate of the Company; provided, however, for purposes of subclauses (iv), (v), (vi) and (vii), no such action for omission, separately or together, shall constitute an event of “Cause” unless the Board gives written notice to the Executive specifying the act(s) or omission(s) the Board believes to be Cause and gives the Executive an opportunity to cure or amend such contract to the reasonable satisfaction of the Boardapplicable law.