Common use of Termination During Term of Employment Clause in Contracts

Termination During Term of Employment. During the Term, either Party may terminate Executive’s employment at any time upon ninety (90) days written notice of termination, except that the Company need not provide notice for termination of Executive’s employment with Cause or upon Executive’s death or Disability (as defined below) (“Notice Period”). Upon termination of Executive’s employment, for any reason, the Company shall pay Executive (1) any unpaid Base Salary accrued through the date of termination, and (2) any unreimbursed expenses properly incurred prior to the date of termination (the “Accrued Obligations”), within the time period required by applicable law. (i) Termination by the Company for Cause or death or Disability or by Executive without Good Reason. In the event that, during the Term: (1) the Company terminates Executive’s employment with the Company for Cause (as defined below); (2) the Company terminates Executive’s employment upon his death or Disability; or (3) Executive terminates his employment without Good Reason, then the Company shall have no further liability or obligation to Executive under this Agreement or in connection with Executive’s employment hereunder, except that the Company shall pay the Accrued Obligations, within the time period required by applicable law. For purposes of this Agreement: “Cause” means the occurrence of any of the following events: (a) an act or acts of theft, embezzlement, or fraud by Executive; (b) a willful and material misrepresentation by Executive that relates to the Company, or has a material adverse effect on the Company; (c) any willful misconduct or gross negligence by Executive that is injurious to the Company, including violation of any Laws, or the commission in bad faith by Executive of any act that materially injures or could reasonably be expected to materially injure the reputation, business or business relationships of the Company; (d) any violation by Executive of any fiduciary duties owed by Executive to the Company; (e) Executive’s conviction of, or pleading nolo contendere or guilty to, a felony; (f) Executive’s failure to follow any lawful and material directive by the Board; (g) Executive’s repeated or material insubordination or failure to render services to the Company in accordance with Executive’s obligations and position with the Company; or (h) a material breach by Executive of this Agreement or any other agreement to which Executive and the Company are parties; provided however that, if curable without cost to the Company, the Company will only have Cause to terminate Executive pursuant to this Article III.A.(i)(f)-(h) if the Company provides Executive with written notice of the occurrence giving rise to Cause and Executive fails to cure such occurrence within 30 days of the notice. For purposes of this Agreement, “Disability” means the inability of Executive to perform Executive’s essential duties and responsibilities with or without reasonable accommodation for a continuous period exceeding 120 days or for a total of 180 days during any period of twelve (12) consecutive months as a result of a physical or mental illness, disease or personal injury. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events: (x) a decrease in the Base Salary; (y) a material, adverse change in Executive’s title, authority, duties or responsibilities (other than temporarily while Executive is physically or mentally incapacitated or as required by applicable law); (z) a material breach by the Company of this Agreement; or (aa) Executive is removed from the Board or is nominated for, and stands for, reelection but fails to xxxxxx the requisite number of votes to be so reelected; provided however that, it shall not be Good Reason if Executive and the Company mutually agree to a decrease in the Base Salary or Executive’s title, authority, duties or responsibilities and, provided further, that, Executive will only have Good Reason to terminate his employment pursuant to this Article III.A.(i)(x)-(aa) if Executive provides the Company with written notice of the occurrence giving rise to Good Reason within thirty (30) days of Executive learning of such occurrence and, if curable without cost to Executive, the Company fails to cure such occurrence within thirty (30) days of receiving the notice.

Termination During Term of Employment. During the Term, either Party may terminate Executive’s employment at any time upon ninety (90) days written notice of termination, except that the Company need not provide notice for termination of Executive’s employment with Cause or upon Executive’s death or Disability (as defined below) (“Notice Period”). Upon termination of Executive’s employment, for any reason, the Company shall pay Executive (1) any unpaid Base Salary accrued through the date of termination; (2) any accrued, unused vacation through the date of termination; and (23) any unreimbursed expenses properly incurred prior to the date of termination (the “Accrued Obligations”), within the time period required by applicable law. (i) Termination by the Company for Cause or death or Disability or by Executive without Good Reason. In the event that, during the Term: (1) the Company terminates Executive’s employment with the Company for Cause (as defined below); (2) the Company terminates Executive’s employment upon his death or Disability; or (3) Executive terminates his employment without Good Reason, then the Company shall have no further liability or obligation to Executive under this Agreement or in connection with Executive’s employment hereunder, except that the Company shall pay the Accrued Obligations, within the time period required by applicable law. For purposes of this Agreement: “Cause” means the occurrence of any of the following events: (a) an act or acts of theft, embezzlement, or fraud by Executive; (b) a willful and material misrepresentation by Executive that relates to the Company, or has a material adverse effect on the Company; (c) any willful misconduct or gross negligence by Executive that is injurious to the Company, including violation of any Laws, or the commission in bad faith by Executive of any act that materially injures or could reasonably be expected to materially injure the reputation, business or business relationships of the Company; (d) any violation by Executive of any fiduciary duties owed by Executive to the Company; (e) Executive’s conviction of, or pleading nolo contendere or guilty to, a felony; (f) Executive’s failure to follow any lawful and material directive by the Board; (g) Executive’s repeated or material insubordination or failure to render services to the Company in accordance with Executive’s obligations and position with the Company; or (h) a material breach by Executive of this Agreement or any other agreement to which Executive and the Company are parties; provided however that, if curable without cost to the Company, the Company will only have Cause to terminate Executive pursuant to this Article III.A.(i)(f)-(h) if the Company provides Executive with written notice of the occurrence giving rise to Cause and Executive fails to cure such occurrence within 30 days of the notice. For purposes of this Agreement, “Disability” means the inability of Executive to perform Executive’s essential duties and responsibilities with or without reasonable accommodation for a continuous period exceeding 120 days or for a total of 180 days during any period of twelve (12) consecutive months as a result of a physical or mental illness, disease or personal injury. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events: (x) a decrease in the Base Salary; (y) a material, adverse change in Executive’s title, authority, duties or responsibilities (other than temporarily while Executive is physically or mentally incapacitated or as required by applicable law); (z) a material breach by the Company of this Agreement; or (aa) Executive is removed from the Board or is nominated for, and stands for, reelection but fails to xxxxxx the requisite number of votes to be so reelected; provided however that, it shall not be Good Reason if Executive and the Company mutually agree to a decrease in the Base Salary or Executive’s title, authority, duties or responsibilities and, provided further, that, Executive will only have Good Reason to terminate his employment pursuant to this Article III.A.(i)(x)-(aa) if Executive provides the Company with written notice of the occurrence giving rise to Good Reason within thirty (30) days of Executive learning of such occurrence and, if curable without cost to Executive, the Company fails to cure such occurrence within thirty (30) days of receiving the notice.