Common use of Termination for Cause and Voluntary Termination Clause in Contracts

Termination for Cause and Voluntary Termination. If the Consultant’s employment with the Company is terminated by the Company for Cause (as defined below) or if the Consultant voluntarily terminates employment for any reason other than Disability, the Company’s obligation to make the payments or provide the benefits listed under Section 3 of this Agreement shall immediately terminate as of the date of the Consultant’s termination except to the extent that such payment(s) or benefit(s) are earned as of such date. For purposes of this Agreement, “Cause” shall mean: (i) the Consultant’s willful and continued failure to substantially perform his duties and other obligations under this Agreement and such failure continues for a period of thirty (30) days after written notice by the Company of the existence of such failure; provided, however, that only one such notice by the Company need be sent and, if such failure re-occurs thereafter, no further notice and opportunity to cure such failure shall be required; (ii) the willful engaging by the Consultant in gross misconduct materially and demonstrably injurious to the Company, as determined by the Company; or (iii) the Consultant’s conviction for committing an act of fraud, embezzlement, theft or other act constituting a felony (which shall not include any act or offense involving the operation of a motor vehicle); provided, however, that the Board of Directors of the Company or the then current Chairman of the Board must first provide to Consultant written notice clearly and fully describing the particular acts or omissions which the Board or the then current Chairman of the Board reasonably believes in good faith constitutes Cause under this subsection (b) and an opportunity, within thirty (30) days following the receipt of such notice, to meet in person with the Board of Directors or the then current Chairman of the Board to explain the alleged acts or omissions relied upon by the Board of Directors and, to the extent practicable, to cure such acts or omissions. For purposes of this Agreement, any termination of the Consultant’s employment for Cause shall be effective only upon delivery to the Consultant of a certified copy of a resolution of the Board of Directors of the Company, adopted by the affirmative vote of a majority of the entire membership of the Board of Directors following a meeting at which the Consultant was given an opportunity to be heard on at least five (5) business days’ advance notice, finding that the Consultant was guilty of the conduct constituting Cause, and specifying the particulars thereof. Further, for the purposes of this Agreement, no act or failure to act on the Consultant’s part shall be considered willful unless done, or omitted from being done, by the Consultant not in good faith and without reasonable belief that his action or omission was in the best interest of the Company.

Termination for Cause and Voluntary Termination. If the ConsultantEmployee’s employment with the Company is terminated by the Company for Cause (as defined below) or if the Consultant Employee voluntarily terminates employment for any reason other than Disabilitya total and permanent disability, the Company’s obligation to make the payments or provide the benefits listed under Section 3 of this Agreement shall immediately terminate as of the date of the ConsultantEmployee’s termination except to the extent that such payment(s) or benefit(s) are earned as of such datetermination. For purposes of this Agreement, “Cause” shall mean: (iA) the ConsultantEmployee’s willful and continued failure to substantially perform his duties and other obligations under this Agreement and such failure continues for a period of thirty (30) days after written notice by the Company of the existence of such failure; provided, however, that only one such notice by the Company need be sent and, if such failure re-occurs thereafter, no further notice and opportunity to cure such failure shall be required; or (iiB) the Employee’s willful engaging by the Consultant in gross misconduct that is materially and demonstrably injurious to the Company, as determined by the Company; Company or (iii) the Consultant’s conviction for committing an act of fraud, embezzlement, theft or other act constituting a felony (which shall not include any act or offense involving the operation of a motor vehicle)its affiliates; provided, however, that the Board of Directors of the Company or the then current Chairman of the Board must first provide to Consultant Employee written notice clearly and fully describing the particular acts or omissions which the Board or the then current Chairman of the Board reasonably believes in good faith constitutes Cause under this subsection clause (bB) and an opportunity, within thirty (30) days following the this receipt of such notice, to meet in person with the Board of Directors or the then current Chairman of the Board to explain or defect the alleged acts or omissions relied upon by the Board of Directors and, to the extent practicable, to cure such acts or omissions. For purposes of this Agreement, any termination of the ConsultantEmployee’s employment for Cause shall be effective only upon delivery to the Consultant Employee of a certified copy of a resolution of the Board of Directors of the Company, adopted by the affirmative vote of a majority of the entire membership of the Board of Directors following a meeting at which the Consultant Employee was given an opportunity to be heard on at least five (5) business days’ advance notice, finding that the Consultant Employee was guilty of the conduct constituting Cause, and specifying the particulars thereof. Further, for the purposes of this Agreement, no act or failure to act on the Consultant’s part shall be considered willful unless done, or omitted from being done, by the Consultant not in good faith and without reasonable belief that his action or omission was in the best interest of the Company.

Termination for Cause and Voluntary Termination. If your employment terminates for any of the Consultant’s following reasons: (a) your death, disability, or legal incompetence; (b) the issuance by Agilysys of a notice terminating your employment “for Cause” (which, for these purposes, means: (i) your conviction of a crime involving misappropriation of money or other property or conviction of a felony, or a guilty plea or plea of nolo contendere by you with respect to a felony, (ii) conduct by you that is Prohibited Activity under Section 9.C. below, (iii) conduct by you that breaches your duty of loyalty to the Company or your willful misconduct, any of which materially injures the Company, or (iv) a willful and material breach by you of your material obligations under any agreement entered into between you and the Company that materially injures the Company, or (v) your failure to substantially perform your reasonable duties with the Company is terminated (other than by reason of your disability) that materially injures the Company (the failure to make target budgets is not such a failure, nor shall you be required to take any action that you reasonably believe violates any law or Company policy); or (c) you voluntarily resign your employment without Good Reason, then your salary will end on the Termination Date, provided that you still will be paid accrued but unpaid base salary, any performance shares for Cause (as defined below) or the prior year which were vested and earned but not yet issued, if the Consultant voluntarily terminates employment Termination is after three months of the start of a fiscal year the prorated performance shares for that year, and any earned and unused vacation pay and be reimbursed for any reason other than Disability, the Company’s obligation to make the payments or provide the benefits listed under Section 3 of this Agreement shall immediately terminate as of the date of the Consultant’s termination except to the extent that such payment(s) or benefit(s) are earned as of such dateunreimbursed expenses. For purposes Notwithstanding any contrary provision of this Agreement, a termination of your employment shall not be for “Cause” shall mean: under Section 7.A.(b)(iii) and (iiv) unless Agilysys notifies you in writing of the Consultant’s willful alleged failure or breach that the Company claims constitutes Cause, and continued failure you fail to substantially perform his duties and other obligations under this Agreement and such failure continues for a period of thirty (30) days after written notice by the Company of the existence of such failure; provided, however, that only one such notice by the Company need be sent and, if such failure re-occurs thereafter, no further notice and opportunity to cure such failure shall or breach (if it can be required; (iicured) the willful engaging by the Consultant in gross misconduct materially and demonstrably injurious to the Company, as determined by the Company; or (iii) the Consultant’s conviction for committing an act of fraud, embezzlement, theft or other act constituting a felony (which shall not include any act or offense involving the operation of a motor vehicle); provided, however, that the Board of Directors of the Company or the then current Chairman of the Board must first provide to Consultant written notice clearly and fully describing the particular acts or omissions which the Board or the then current Chairman of the Board reasonably believes in good faith constitutes Cause under this subsection (b) and an opportunity, within thirty (30) days following the of your receipt of such notice, to meet in person with the Board of Directors or the then current Chairman of the Board to explain the alleged acts or omissions relied upon by the Board of Directors and, to the extent practicable, to cure such acts or omissions. For purposes of this Agreement, any termination of the Consultant’s employment for Cause shall be effective only upon delivery to the Consultant of a certified copy of a resolution of the Board of Directors of the Company, adopted by the affirmative vote of a majority of the entire membership of the Board of Directors following a meeting at which the Consultant was given an opportunity to be heard on at least five (5) business days’ advance notice, finding that the Consultant was guilty of the conduct constituting Cause, and specifying the particulars thereof. Further, for the purposes of this Agreement, no act or failure to act on the Consultant’s part shall be considered willful unless done, or omitted from being done, by the Consultant not in good faith and without reasonable belief that his action or omission was in the best interest of the Company.

Termination for Cause and Voluntary Termination. If your employment terminates for any of the Consultant’s following reasons: (a) your death or Disability; (b) the issuance by Agilysys of a notice terminating your employment “for Cause” (which, for these purposes, means: (i) your conviction of a crime involving misappropriation of money or other property or conviction of a felony, or a guilty plea or plea of nolo contendere by you with respect to a felony, (ii) conduct by you that is Prohibited Activity under Section 8.C. below, (iii) conduct by you that breaches your duty of loyalty to the Company or your willful misconduct, any of which materially injures the Company, or (iv) a willful and material breach by you of your material obligations under any agreement entered into between you and the Company that materially injures the Company, or (v) your failure to substantially perform your reasonable duties with the Company is terminated (other than by reason of your Disability) that materially injures the Company (the failure to make target budgets is not such a failure, nor shall you be required to take any action that you reasonably believe violates any law or Company policy); or (c) you voluntarily resign your employment without Good Reason, then your salary will end on the Termination Date, provided that you still will be paid accrued but unpaid base salary, any performance shares for Cause (as defined below) or if the Consultant voluntarily terminates employment prior year which were vested and earned but not yet issued, and reimbursement for any reason other than Disability, the Company’s obligation to make the payments or provide the benefits listed under Section 3 of this Agreement shall immediately terminate as of the date of the Consultant’s termination except to the extent that such payment(s) or benefit(s) are earned as of such dateunreimbursed expenses. For purposes Notwithstanding any contrary provision of this Agreement, a termination of your employment shall not be for “Cause” shall mean: under Section 6.A.(b)(iii) and (iiv) unless Agilysys notifies you in writing of the Consultant’s willful alleged failure or breach that the Company claims constitutes Cause, and continued failure you fail to substantially perform his duties and other obligations under this Agreement and such failure continues for a period of thirty (30) days after written notice by the Company of the existence of such failure; provided, however, that only one such notice by the Company need be sent and, if such failure re-occurs thereafter, no further notice and opportunity to cure such failure shall or breach (if it can be required; (iicured) the willful engaging by the Consultant in gross misconduct materially and demonstrably injurious to the Company, as determined by the Company; or (iii) the Consultant’s conviction for committing an act of fraud, embezzlement, theft or other act constituting a felony (which shall not include any act or offense involving the operation of a motor vehicle); provided, however, that the Board of Directors of the Company or the then current Chairman of the Board must first provide to Consultant written notice clearly and fully describing the particular acts or omissions which the Board or the then current Chairman of the Board reasonably believes in good faith constitutes Cause under this subsection (b) and an opportunity, within thirty (30) days following the of your receipt of such notice, to meet in person with the Board of Directors or the then current Chairman of the Board to explain the alleged acts or omissions relied upon by the Board of Directors and, to the extent practicable, to cure such acts or omissions. For purposes of this Agreement, any termination of the Consultant’s employment for Cause shall be effective only upon delivery to the Consultant of a certified copy of a resolution of the Board of Directors of the Company, adopted by the affirmative vote of a majority of the entire membership of the Board of Directors following a meeting at which the Consultant was given an opportunity to be heard on at least five (5) business days’ advance notice, finding that the Consultant was guilty of the conduct constituting Cause, and specifying the particulars thereof. Further, for the purposes of this Agreement, no act or failure to act on the Consultant’s part shall be considered willful unless done, or omitted from being done, by the Consultant not in good faith and without reasonable belief that his action or omission was in the best interest of the Company.

Termination for Cause and Voluntary Termination. If the ConsultantExecutive’s employment consulting relationship with the Company is terminated by the Company for Cause (as defined below) or if the Consultant Executive voluntarily terminates employment the consulting relationship for any reason other than DisabilityDisability (a “Voluntary Termination”), the Company’s obligation to make the payments or provide the benefits listed under Section 3 of this Agreement shall immediately terminate as of the date of the Consultant’s termination except to the extent that such payment(s) or benefit(s) are earned as of such datetermination. For purposes of this Agreement, “Cause” shall mean: mean (i) the ConsultantExecutive’s gross negligence, willful and continued failure to substantially perform his misconduct, or willful neglect in the performance of the material duties and other obligations under this Agreement and such failure continues services of the Executive hereunder, uncorrected for a period of thirty (30) 30 days after following the Company’s written notice by to the Company Executive of the existence of such failure; provided, however, that only one such notice by the Company need be sent and, if such failure re-occurs thereafter, no further notice and opportunity to cure such failure shall be requiredperformance; (ii) the willful engaging Executive’s final conviction of a felony by the Consultant in gross misconduct materially and demonstrably injurious to the Company, as determined by the Companya trial court; or (iii) the Consultant’s conviction for committing an act of fraud, embezzlement, theft or other act constituting a felony (which shall not include any act or offense involving the operation of a motor vehicle); provided, however, that the Board of Directors criminal indictment of the Company Executive relating to an event or the then current Chairman of the Board must first provide to Consultant written notice clearly and fully describing the particular acts or omissions occurrence for which the Board or Executive was directly responsible which, in the then current Chairman of the Board reasonably believes in good faith constitutes Cause under this subsection (b) and an opportunity, within thirty (30) days following the receipt of such notice, to meet in person with the Board of Directors or the then current Chairman of the Board to explain the alleged acts or omissions relied upon by the Board of Directors and, to the extent practicable, to cure such acts or omissions. For purposes of this Agreement, any termination of the Consultant’s employment for Cause shall be effective only upon delivery to the Consultant of a certified copy of a resolution of the Board of Directors of the Company, adopted by the affirmative vote business judgment of a majority of the entire membership of the Company’s Board of Directors Directors, exposes the Company to ridicule, shame or business or financial risk; or (iv) a material breach by the Executive of any material provision of this Agreement which remains uncorrected for 30 days following the Company’s written notice to the Executive of such breach. In the case of a meeting at which termination for Cause under subpart (i) above or in the Consultant was given an opportunity case of a Voluntary Termination, (a) all stock options previously granted by the Company to the Executive that are vested on the date of such termination shall, notwithstanding any contrary provision of any applicable plan or agreement covering any such stock option awards, remain outstanding and continue to be heard on at least five exercisable for a period of 90 days following the date of such termination, (5b) business days’ advance notice, finding all stock options previously granted by the Company to the Executive that the Consultant was guilty of the conduct constituting Cause, and specifying the particulars thereof. Further, for the purposes of this Agreement, no act or failure to act are not vested on the Consultant’s part date of such termination shall terminate immediately and (c) all restricted stock, restricted stock units and other awards that have not vested prior to the date of such termination shall be considered willful unless donecancelled to the extent not then vested. In the case of a termination for Cause under subparts (ii), (iii) or omitted from being done(iv) above, (y) all stock options previously granted by the Consultant Company to the Executive (whether or not in good faith vested) shall terminate immediately and without reasonable belief (z) all restricted stock, restricted stock units and other awards that his action or omission was in have not vested prior to the best interest date of termination for Cause shall be cancelled to the Companyextent not then vested.

Termination for Cause and Voluntary Termination. If the ConsultantEmployee’s employment with the Company is terminated by the Company for Cause (as defined below) or if the Consultant Employee voluntarily terminates employment for any reason other than Disability, the Company’s obligation to make the payments or provide the benefits listed under Section 3 of this Agreement shall immediately terminate as of the date of the ConsultantEmployee’s termination except to the extent that such payment(s) or benefit(s) are earned as of such date. For purposes of this Agreement, “Cause” shall mean: (i) the ConsultantEmployee’s willful and continued failure to substantially perform his duties and other obligations under this Agreement and such failure continues for AGREEMENT Initials:_____ a period of thirty (30) days after written notice by the Company of the existence of such failure; provided, however, that only one such notice by the Company need be sent and, if such failure re-occurs thereafter, no further notice and opportunity to cure such failure shall be required; (ii) the willful engaging by the Consultant Employee in gross misconduct materially and demonstrably injurious to the Company, as determined by the Company; or (iii) the ConsultantEmployee’s conviction for committing an act of fraud, embezzlement, theft or other act constituting a felony (which shall not include any act or offense involving the operation of a motor vehicle); provided, however, that the Board of Directors of the Company or the then current Chairman of the Board must first provide to Consultant Employee written notice clearly and fully describing the particular acts or omissions which the Board or the then current Chairman of the Board reasonably believes in good faith constitutes Cause under this subsection (b) and an opportunity, within thirty (30) days following the receipt of such notice, to meet in person with the Board of Directors or the then current Chairman of the Board to explain the alleged acts or omissions relied upon by the Board of Directors and, to the extent practicable, to cure such acts or omissions. For purposes of this Agreement, any termination of the ConsultantEmployee’s employment for Cause shall be effective only upon delivery to the Consultant Employee of a certified copy of a resolution of the Board of Directors of the Company, adopted by the affirmative vote of a majority of the entire membership of the Board of Directors following a meeting at which the Consultant Employee was given an opportunity to be heard on at least five (5) business days’ advance notice, finding that the Consultant Employee was guilty of the conduct constituting Cause, and specifying the particulars thereof. Further, for the purposes of this Agreement, no act or failure to act on the ConsultantEmployee’s part shall be considered willful unless done, or omitted from being done, by the Consultant Employee not in good faith and without reasonable belief that his action or omission was in the best interest of the Company.