Common use of Termination by Xxxxxxx Clause in Contracts

Termination by Xxxxxxx. (a) The Executive shall be entitled to receive Termination Compensation (as described in Section 2.5) if during an Agreement Term, all employment of the Executive is terminated by Xxxxxxx without Cause on or after a Control Change Date. (b) The Executive shall be entitled to receive Termination Compensation (as described in Section 2.5) if during an Agreement Term, all employment of the Executive is terminated by Xxxxxxx without Cause within the 180 days immediately preceding a Control Change Date. (c) Cause means, for purposes of this Agreement, (i) willful and continued failure by the Executive to perform his duties as established by Xxxxxxx; (ii) a material breach by the Executive of his fiduciary duties of loyalty or care to Xxxxxxx; (iii) conviction of a felony; or (iv) willful, flagrant, deliberate and repeated infractions of material published policies and procedures of Xxxxxxx of which the Executive has actual knowledge ("Cause Exception"). If Xxxxxxx desires to discharge the Executive under the Cause Exception, it shall give notice to the Executive as provided in Section 2.7 and the Executive shall have thirty (30) days after notice has been given to him in which to cure the reason for Xxxxxxx' exercise of the Cause Exception. If the reason for Xxxxxxx’ exercise of the Cause Exception is timely cured by the Executive (as determined by a committee appointed by the Board of Directors of Xxxxxxx), Xxxxxxx’ notice shall become null and void.

Termination by Xxxxxxx. (a) The Executive shall be entitled to receive Termination Compensation (as described in Section 2.5) if during an Agreement Term, all employment of the Executive is terminated by Xxxxxxx without Cause on or after a Control Change Date. (b) The Executive shall be entitled to receive Termination Compensation (as described in Section 2.5) if during an Agreement Term, all employment of the Executive is terminated by Xxxxxxx without Cause within the 180 days immediately preceding a Control Change Date. (c) Cause means, for purposes of this Agreement, (i) willful and continued failure by the Executive to perform his her duties as established by Xxxxxxx; (ii) a material breach by the Executive of his her fiduciary duties of loyalty or care to Xxxxxxx; (iii) conviction of a felony; or (iv) willful, flagrant, deliberate and repeated infractions of material published policies and procedures of Xxxxxxx of which the Executive has actual knowledge ("Cause Exception"). If Xxxxxxx desires to discharge the Executive under the Cause Exception, it shall give notice to the Executive as provided in Section 2.7 and the Executive shall have thirty (30) days after notice has been given to him her in which to cure the reason for Xxxxxxx' exercise of the Cause Exception. If the reason for Xxxxxxx’ exercise of the Cause Exception is timely cured by the Executive (as determined by a committee appointed by the Board of Directors of Xxxxxxx), Xxxxxxx’ notice shall become null and void.

Termination by Xxxxxxx. (a) The Executive shall be entitled to receive Termination Compensation (as described in Section 2.5) if during an Agreement Term, all employment of the Executive is terminated by Xxxxxxx without Cause on or after a Control Change Date. (b) The Executive shall be entitled to receive Termination Compensation (as described in Section 2.5) if during an Agreement Term, all employment of the Executive is terminated by Xxxxxxx without Cause within the 180 days immediately preceding a Control Change Date. (c) Cause means, for purposes of this Agreement, (i) willful and continued failure by the Executive to perform his duties as established by Xxxxxxx; (ii) a material breach by the Executive of his fiduciary duties of loyalty or care to Xxxxxxx; (iii) conviction of a felony; or (iv) willful, flagrant, deliberate and repeated infractions of material published policies and procedures of Xxxxxxx of which the Executive has actual knowledge ("“Cause Exception"”). If Xxxxxxx desires to discharge the Executive under the Cause Exception, it shall give notice to the Executive as provided in Section 2.7 and the Executive shall have thirty (30) days after notice has been given to him in which to cure the reason for Xxxxxxx' ’ exercise of the Cause Exception. If the reason for Xxxxxxx’ exercise of the Cause Exception is timely cured by the Executive (as determined by a committee appointed by the Board of Directors of Xxxxxxx), Xxxxxxx’ notice shall become null and void.