Common use of Termination by the Corporation Clause in Contracts

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 counsel as Executive may determine) by a subcommittee of the independent Board members or its representative, that Executive committed an act during the Employment Period that would have justified a termination for Cause.

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 's employment terminated, and after appropriate investigation and an opportunity for Executive to be interviewed (with or without counsel as Executive may determine) by a subcommittee of the independent Board members or its representative, that Executive committed an act during the Employment Period that would have justified a termination for Cause.

Termination by the Corporation. The Corporation may terminate Executive’s employment during the Employment PeriodTerm: (ia) without Cause (as defined below) by giving Executive sixty thirty (6030) calendar days' ’ prior written notice, or (iib) for Cause (as defined below)) by delivering to Executive a copy of a resolution duly adopted by the affirmative vote of a majority of the 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 below 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. For purposes of this Agreement, “Cause" ” shall mean: (Ai) an intentional act of fraud, embezzlement or theft by Executive in connection with Executive's ’s duties or in the course of Executive's ’s employment with the CorporationCorporation or an Affiliate; (Bii) Executive's ’s intentional wrongful material damage to the property of the CorporationCorporation or its Affiliates; (Ciii) Executive's ’s intentional material breach of Section 12 hereof while Executive remains in the employ of the CorporationCorporation or an Affiliate; (Div) an act of Gross Misconduct (as defined below); or (Ev) a felony conviction or a conviction for a misdemeanor involving moral turpitudeturpitude or a charge of a felony; and, in each case, the reasonable, good faith determination by the Board as hereafter provided that any such act shall have been materially or omission may be harmful to the CorporationCorporation or an Affiliate. For purposes of this Agreement, "“Gross Misconduct" ” shall mean a willful or grossly negligent act or omission which that has or will have a material and adverse impact on the business or reputation of the CorporationCorporation or its Affiliates, or on the business of the Corporation's customers or suppliers of the Corporation or its Affiliates 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 CauseCause if, if based on facts and circumstances discovered after Executive’s employment has terminated, the Board determines in reasonable good faith, within one (1) year after Executive’s employment terminated, and after appropriate investigation and an opportunity for Executive to be interviewed (with or without counsel as Executive may determine) by a subcommittee of the independent Board members or its representative, that Executive committed an act during the Employment Period Term that would have justified a termination for Cause.

Termination by the Corporation. The Corporation may terminate Executive’s employment during the Employment PeriodTerm: (i) without Cause (as defined below) by giving Executive sixty thirty (6030) calendar days' ’ prior written notice, or (ii) for Cause (as defined belowby delivering to Executive a copy of a resolution duly adopted by the affirmative vote of a majority of the then-current independent directors of the Board at a meeting of the Board called and held for such purpose, finding that Executive has committed an act or omission set forth below in this Section 6(ii). "Nothing herein shall limit Executive’s right or Executive’s beneficiaries’ right to contest the validity or propriety of any such determination, in accordance with Section 23 of this Agreement. For purposes of this Agreement, “Cause" ” shall mean: (A) an act of fraud, embezzlement embezzlement, or theft by Executive in connection with Executive's ’s duties or in the course of Executive's ’s employment with the CorporationCorporation or an Affiliate; (B) Executive's ’s intentional wrongful damage to the property of the CorporationCorporation or its Affiliates; (C) Executive's ’s intentional breach of Section 12 hereof while Executive remains in the employ of the CorporationCorporation or an Affiliate; (D) an act of Gross Misconduct (as defined below); or (E) a felony Executive’s material violation of the Corporation’s Code of Conduct, as amended from time to time; or (F) Executive’s conviction or a conviction for of a misdemeanor involving moral turpitudeturpitude or a felony; and, in each case, the reasonable, good faith determination by the Board as hereafter provided that any such act or omission shall have been materially harmful to the CorporationCorporation or an Affiliate financially, reputationally or otherwise or (G) Executive’s failure to comply with the Relocation Condition after (in the case of (G) only) written notice from the Corporation of such failure; the provision of a 30-day period to cure such failure; and Executive’s subsequent failure to comply with the Relocation Condition within such 30-day period. For purposes of this Agreement, "“Gross Misconduct" ” shall mean a willful or grossly negligent act or omission which that has or will have a material and adverse impact on the business or reputation of the CorporationCorporation or its Affiliates, or on the business of the Corporation's customers or suppliers of the Corporation or its Affiliates as such relate to the Corporation. Notwithstanding For purposes of this Agreement, no act or failure to act on Executive’s part shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the foregoing, Executive shall not be deemed best interests of the Corporation or an Affiliate. Any act or failure to have been terminated for "Cause" hereunder unless and until there shall have been delivered act based upon authority given pursuant to Executive a copy of a resolution duly adopted by the affirmative vote Board or based upon the advice of a majority of counsel for 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 Corporation or 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 Affiliate shall be deemed conclusively presumed to have terminated for Cause ifbe done, based on facts and circumstances discovered after Executive's employment has terminatedor omitted to be done, the Board determines in good faith after appropriate investigation that Executive committed and in the best interests of the Corporation or an act during the Employment Period that would have justified a termination for CauseAffiliate. In addition, Executive’s employment shall be deemed to have terminated for CauseCause if, 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 counsel as Executive may determine) by the Board or a subcommittee of the independent Board members or its representative, that Executive committed an act during the Employment Period Term that would have justified a termination for Cause.

Termination by the Corporation. The Corporation may terminate Executive’s employment during the Employment PeriodTerm: (i) without Cause (as defined below) by giving Executive sixty thirty (6030) calendar 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 delivering 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, that Executive has committed an act or omission set forth above below in this Section 66(ii). Nothing herein shall limit Executive's ’s right or Executive's ’s beneficiaries' ’ right to contest the validity or propriety of any such determination, in accordance with Section 23 of this Agreement. In additionFor purposes of this Agreement, “Cause” shall mean: (A) an act of fraud, embezzlement, or theft by Executive in connection with Executive's ’s duties or in the course of Executive’s employment with the Corporation or an Affiliate; (B) Executive’s intentional wrongful damage to the property of the Corporation or its Affiliates; (C) Executive’s intentional breach of Section 12 hereof while Executive remains in the employ of the Corporation or an Affiliate; (D) an act of Gross Misconduct (as defined below); (E) Executive’s material violation of the Corporation’s Code of Conduct, as amended from time to time; or (F) Executive’s conviction of a misdemeanor involving moral turpitude or a felony; and, in each case, the reasonable, good faith determination by the Board as hereafter provided that any such act or omission shall have been materially harmful to the Corporation or an Affiliate financially, reputationally or otherwise. For purposes of this Agreement, “Gross Misconduct” shall mean a willful or grossly negligent act or omission that has or will have a material and adverse impact on the business or reputation of the Corporation or its Affiliates, or on the business of the customers or suppliers of the Corporation or its Affiliates as such relate to the Corporation. For purposes of this Agreement, no act or failure to act on Executive’s part shall be deemed considered “willful” unless it is done, or omitted to have terminated for Cause ifbe done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the Corporation or an Affiliate. Any act or failure to act based on facts and circumstances discovered after Executive's employment has terminated, upon authority given pursuant to a resolution duly adopted by the Board determines or based upon the advice of counsel for the Corporation or an Affiliate shall be conclusively presumed to be done, or omitted to be done, in good faith after appropriate investigation that Executive committed and in the best interests of the Corporation or an act during the Employment Period that would have justified a termination for CauseAffiliate. In addition, Executive’s employment shall be deemed to have terminated for CauseCause if, 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 counsel as Executive may determine) by the Board or a subcommittee of the independent Board members or its representative, that Executive committed an act during the Employment Period Term that would have justified a termination for Cause.

Termination by the Corporation. The Corporation may terminate Executive’s employment during the Employment PeriodTerm: (i) a. without Cause (as defined below) by giving Executive sixty ninety (6090) calendar days' ’ prior written notice, or (ii) b. for Cause (as defined below)) by delivering to Executive a copy of a resolution duly adopted by the affirmative vote of a majority of the 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 below 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. For purposes of this Agreement, “Cause" ” shall mean: (Ai) an intentional act of fraud, embezzlement or theft by Executive in connection with Executive's ’s duties or in the course of Executive's ’s employment with the CorporationCorporation or an Affiliate; (Bii) Executive's ’s intentional wrongful material damage to the property of the CorporationCorporation or its Affiliates; (Ciii) Executive's ’s intentional material breach of Section 12 hereof while Executive remains in the employ of the CorporationCorporation or an Affiliate; (Div) an act of Gross Misconduct (as defined below); or (Ev) a felony conviction or a conviction for a misdemeanor involving moral turpitudeturpitude or a charge of a felony; and, in each case, the reasonable, good faith determination by the Board as hereafter provided that any such act shall have been materially or omission may be harmful to the CorporationCorporation or an Affiliate. For purposes of this Agreement, "“Gross Misconduct" ” shall mean a willful or grossly negligent act or omission which that has or will have a material and adverse impact on the business or reputation of the CorporationCorporation or its Affiliates, or on the business of the Corporation's customers or suppliers of the Corporation or its Affiliates 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 CauseCause if, if based on facts and circumstances discovered after Executive’s employment has terminated, the Board determines in reasonable good faith, within one (1) year after Executive’s employment terminated, and after appropriate investigation and an opportunity for Executive to be interviewed (with or without counsel as Executive may determine) by a subcommittee of the independent Board members or its representative, that Executive committed an act during the Employment Period Term that would have justified a termination for Cause.