Termination by the Corporation. If the Executive’s employment is terminated by the Corporation upon the giving of written notice of such termination to the Executive at any time within the 6 month period following a Change of Control (other than for Just Cause, Disability or Death), then the Executive shall be entitled to the following:
i. such payments on account of severance as provided for under Section 12(b) of this Agreement; and
ii. notwithstanding anything to the contrary in Section 12 hereof or in this Agreement, all options granted by the Corporation to the Executive shall, following the giving of any notice by the Corporation under this Section 14(a), be deemed to vest immediately and shall be exercisable by the Executive for a period of 90 days following the giving of such notice by the Corporation hereunder.
Termination by the Corporation. The Executive’s employment by the Corporation, and the Period of Employment, may be terminated at any time by the Corporation: (i) with Cause (as defined in Section 5.5), or (ii) without Cause, or (iii) in the event of the Executive’s death, or (iv) in the event that the Board determines in good faith that the Executive has a Disability (as defined in Section 5.5).
Termination by the Corporation. The Corporation at any time may terminate the Executive's employment for Cause or without Cause.
Termination by the Corporation. This Agreement and the employment contemplated hereunder may (and in the case of Section 4.1(d), shall) be terminated, at any time, in the following manner and in the following circumstances:
(a) by the Executive, by providing four (4) weeks written notice of resignation to the Corporation (the “Notice of Resignation Period”), in which case, subject to Section 4.1(b), this Agreement and the Executive’s employment shall terminate at the end of the Notice of Resignation Period;
(b) during the Notice of Resignation Period, the Corporation may waive such Notice of Resignation Period, in whole or in part, in which case this Agreement and the Executive’s employment shall terminate immediately upon receipt by the Executive of a written notice from the Corporation;
(c) by the Corporation, for Cause, in which case this Agreement and the Executive’s employment shall terminate immediately upon receipt of a written notice by the Executive from the Corporation setting out the cause for termination;
(d) automatically without further notice, upon the death of the Executive, in which case the Executive’s employment and this Agreement shall terminate on the date of the Executive’s death;
(e) by the Corporation, in the event of a material violation of this Agreement (other than one constituting Cause) by the Executive where such violation has not been cured within ten (10) working days following receipt of written notice thereof by the Executive from the Corporation. This Agreement and the Executive’s employment shall terminate ten (10) days following receipt by the Executive of written notice from the Corporation of a material violation of this Agreement (other than a material violation that constitutes Cause) if such material violation of this Agreement has not been cured to the satisfaction of the Corporation by the Executive;
(f) by the Corporation, without Cause and other than for the circumstances in Section 4.1(b), (d), (e) or (h), in which case this Agreement and the Executive’s employment shall terminate immediately upon receipt by the Executive of a written notice of termination from the Corporation;
(g) by the Executive, within thirty (30) days of the occurrence of any event constituting Good Reason, in which case this Agreement and the Executive’s employment shall terminate immediately upon receipt by the Executive of a written notice of termination by the Executive; or
(h) by the Corporation, in the event of frustration of this Agreement due to the Executive’s ...
Termination by the Corporation. The Corporation shall have the right to terminate Executive's employment at any time for "Cause." For purposes of this Agreement, "Cause" shall mean (a) Executive's failure, neglect or refusal to fully perform his material duties under this Agreement, (b) Executive's willful and continued failure or refusal to follow material directions from his superiors or any other act of insubordination on the part of Executive, (c) the engaging by Executive in willful misconduct which is injurious to the Corporation or any of its divisions, subsidiaries or affiliates, monetarily or otherwise, (d) the commission by Executive of an act of fraud or embezzlement against the Corporation or any of its divisions, subsidiaries or affiliates, (e) the conviction of Executive of a felony, or (f) Executive's material breach of the provisions of any of Section 4.01, 4.02 or any other material provision of this Agreement; provided, however, that except in the case of acts described in clauses (d) and (e) of this sentence, Executive shall have a period of 30 days to cure any acts which would otherwise give the Corporation the right to terminate his employment for Cause. Such 30 day period shall commence as of the date of receipt by Executive of written notice from the Corporation of its intentions to terminate Executive's employment for Cause, which notice shall state in reasonable detail the acts which the Corporation considers to be grounds for such termination. The Corporation shall thereafter have the right to terminate Executive's employment for Cause only if such acts have not been substantially cured prior to the end of such 30-day period.
Termination by the Corporation. The Corporation may --------------------------------- terminate its employment of Employee under this Agreement without cause at any time and for any reason upon thirty (30) days
Termination by the Corporation. Prior to a Change in Control (as ------------------------------ defined in Section 6.1 hereof), the Corporation may terminate Employee's employment upon the occurrence of any of the following:
(a) At the election of the Corporation for "Cause," immediately upon written notice by the Corporation to Employee. For the purpose of this Section 5.1(a), Cause for termination shall be deemed to exist in the event of: (A) the willful and continued failure by Employee to substantially perform his duties with the Corporation after instruction by the Corporation to do so, (B) conduct by the Employee which is demonstrably and materially injurious to the Corporation, monetarily or otherwise, or (C) the conviction of Employee of, or the entry of a pleading of guilty or nolo contendere by Employee to, any crime involving moral turpitude or any felony.
(b) Upon the death or Disability of Employee. As used in this Section 5, the term "Disability" shall mean the inability of Employee, due to a physical or mental disability, for a period of 180 days, during any consecutive 12-month period to perform satisfactorily the services contemplated under this Agreement as determined by the Company in its reasonable discretion and in accordance with applicable law.
Termination by the Corporation. Subject to the requirements of Sections 7.03, 7.04 and 7.05, as applicable, the Corporation may terminate this Agreement and the Employee’s employment with the Corporation at any time by giving a written notice of termination of the Employee’ employment with the Corporation, delivered in accordance with Section 8.01, specifying the effective date of the termination (a “Notice of Termination”).
Termination by the Corporation. This Agreement may be terminated by the Corporation for the following reasons:
Termination by the Corporation. The Corporation may terminate the Employment Period:
(i) without Cause (as defined below) by giving Executive sixty (60) days' prior written notice, or
(ii) for Cause (as defined below). "Cause" shall mean: (A) an act of fraud, embezzlement or theft by Executive in connection with Executive's duties or in the course of Executive's employment with the Corporation; (B) Executive's intentional wrongful damage to the property of the Corporation; (C) Executive's intentional breach of Section 12 hereof while Executive remains in the employ of the Corporation; (D) an act of Gross Misconduct (as defined below); or (E) a felony conviction or a conviction for a misdemeanor involving moral turpitude; and, in each case, the reasonable, good faith determination by the Board as hereafter provided that any such act shall have been materially harmful to the Corporation. For purposes of this Agreement, "Gross Misconduct" shall mean a willful or grossly negligent act or omission which has or will have a material and adverse impact on the business or reputation of the Corporation, or on the business of the Corporation's customers or suppliers as such relate to the Corporation. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of a majority of the independent directors of the Board then in office at a meeting of the Board called and held for such purpose, finding that, Executive has committed an act set forth above in this Section 6. Nothing herein shall limit Executive's right or Executive's beneficiaries' right to contest the validity or propriety of any such determination. In addition, Executive's employment shall be deemed to have terminated for Cause if, based on facts and circumstances discovered after Executive's employment has terminated, the Board determines in good faith after appropriate investigation that Executive committed an act during the Employment Period that would have justified a termination for Cause. In addition, Executive’s employment shall be deemed to have terminated for Cause, if based on facts and circumstances discovered after Executive’s employment has terminated, the Board determines in reasonable good faith, within one year after Executive’s employment terminated, and after appropriate investigation and an opportunity for Executive to be interviewed (with or without cou...
