Common use of Termination for Cause by the Company Clause in Contracts

Termination for Cause by the Company. (1) This Agreement and the Term may be terminated “for cause” by the Company pursuant to the provisions of this Subsection 6.A. If the Company determines that “cause” exists for termination of the Executive’s employment, written notice thereof must be given to the Executive describing the state of affairs or facts deemed by the Company to constitute such cause. Unless the Company determines that the conduct constituting cause is not curable, the Executive shall have thirty (30) days after receipt of such notice to cure the reason constituting cause and if the Executive does so to the reasonable satisfaction of the Company, the Term shall not be terminated for the cause specified in the notice. During such thirty (30) day period, the Term shall continue and the Executive shall continue to receive her full Base Salary, expenses and benefits pursuant to this Agreement. If such cause is not cured to the Company’s reasonable satisfaction within such thirty (30) day period, the Executive may then be immediately terminated by the Company. For purposes of this Agreement, the words “for cause” or “cause” means (i) dishonest statements or acts of the Executive with respect to the Company or any subsidiary or other affiliate of the Company; (ii) the commission by or indictment of the Executive for (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud (indictment, for these purposes, meaning an indictment, probable cause hearing or any other procedure pursuant to which an initial determination of probable or reasonable cause with respect to such offense is made); or (iii) gross negligence, willful misconduct or insubordination of the Executive with respect to the Company or any subsidiary or other affiliate of the Company.

Termination for Cause by the Company. (1) This Agreement and the Term may be terminated “for cause” by the Company pursuant to the provisions of this Subsection 6.A. If the Company Board determines that “cause” exists for termination of the Executive’s employment, written notice thereof must be given to the Executive describing the state of affairs or facts deemed by the Company Board to constitute such cause. Unless the Company Board determines that the conduct constituting cause is not curable, the Executive shall have thirty (30) days after receipt of such notice to cure the reason constituting cause and if the Executive does so to the reasonable satisfaction of the CompanyBoard, the Term shall not be terminated for the cause specified in the notice. During such thirty (30) day period, the Term shall continue and the Executive shall continue to receive her his full Base Salary, expenses and benefits pursuant to this Agreement. If such cause is not cured to the CompanyBoard’s reasonable satisfaction within such thirty (30) day period, the Executive may then be immediately terminated by a majority vote of the CompanyBoard. For purposes of this Agreement, the words “for cause” or “cause” means (i) dishonest statements or acts of the Executive with respect to the Company or any subsidiary or other affiliate of the Company; (ii) the commission by or indictment of the Executive for (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud (indictment, for these purposes, meaning an indictment, probable cause hearing or any other procedure pursuant to which an initial determination of probable or reasonable cause with respect to such offense is made); or (iii) gross negligence, willful misconduct or insubordination of the Executive with respect to the Company or any subsidiary or other affiliate of the Company.

Termination for Cause by the Company. (1) This Agreement and the Term may be terminated “for cause” by the Company pursuant to the provisions of this Subsection 6.A. If the Company determines that “cause” exists for termination of the Executive’s employment, written notice thereof must be given to the Executive describing the state of affairs or facts deemed by the Company to constitute such cause. Unless the Company determines that the conduct constituting cause is not curable, the Executive shall have thirty (30) days after receipt of such notice to cure the reason constituting cause and if the Executive does so to the reasonable satisfaction of the Company, the Term shall not be terminated for the cause specified in the notice. During such thirty (30) day period, the Term shall continue and the Executive shall continue to receive her his full Base Salary, expenses and benefits pursuant to this Agreement. If such cause is not cured to the Company’s reasonable satisfaction within such thirty (30) day period, the Executive may then be immediately terminated by the Company. For purposes of this Agreement, the words “for cause” or “cause” means (i) dishonest statements or acts of the Executive with respect to the Company or any subsidiary or other affiliate of the Company; (ii) the commission by or indictment of the Executive for (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud (indictment, for these purposes, meaning an indictment, probable cause hearing or any other procedure pursuant to which an initial determination of probable or reasonable cause with respect to such offense is made); or (iii) gross negligence, willful misconduct or insubordination of the Executive with respect to the Company or any subsidiary or other affiliate of the Company.

Termination for Cause by the Company. (1) This Agreement and the Term may be terminated “for cause” by the Company pursuant to the provisions of this Subsection 6.A. If the Company Board determines that “cause” exists for termination of the Executive’s employment, written notice thereof must be given to the Executive describing the state of affairs or facts deemed by the Company Board to constitute such cause. Unless the Company Board determines that the conduct constituting cause is not curable, the Executive shall have thirty ten (3010) days after receipt of such notice to cure the reason constituting cause and if the Executive does so to the reasonable satisfaction of the CompanyBoard, the Term shall not be terminated for the cause specified in the notice. During such thirty ten (3010) day period, the Term shall continue and the Executive shall continue to receive her his full Base Salary, expenses and benefits pursuant to this Agreement. If such cause is not cured to the CompanyBoard’s reasonable satisfaction within such thirty ten (3010) day period, the Executive may then be immediately terminated by a majority vote of the CompanyBoard. For purposes of this Agreement, the words “for cause” or “cause” means (i) dishonest statements or acts of the Executive with respect to the Company or any subsidiary or other affiliate of the Company; (ii) the commission by or indictment of the Executive for (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud (indictment, for these purposes, meaning an indictment, probable cause hearing or any other procedure pursuant to which an initial determination of probable or reasonable cause with respect to such offense is made); or (iii) gross negligence, willful misconduct or insubordination of the Executive with respect to the Company or any subsidiary or other affiliate of the Company.

Termination for Cause by the Company. (1) This Agreement and In the Term may be terminated “for cause” by the Company pursuant to the provisions of this Subsection 6.A. If the Company determines event that “cause” exists for termination of the Executive’s employment, written notice thereof must be given to the Executive describing the state of affairs or facts deemed by the Company to constitute such cause. Unless the Company determines that the conduct constituting cause is not curable, the Executive shall have thirty (30) days after receipt of such notice engage in any conduct which the CEO shall determine to cure the reason constituting cause and if the Executive does so be Cause, he shall be subject to the reasonable satisfaction of the Company, the Term shall not be terminated for the cause specified in the notice. During such thirty (30) day period, the Term shall continue and the Executive shall continue to receive her full Base Salary, expenses and benefits pursuant to this Agreement. If such cause is not cured to the Company’s reasonable satisfaction within such thirty (30) day period, the Executive may then be immediately terminated by the Companytermination forthwith. For purposes of this Agreement, the words “for causeCause” shall mean engaging in or “cause” means committing: (i) dishonest statements or acts of the Executive with respect to the Company or any subsidiary act which would constitute a felony or other affiliate act involving fraud, dishonesty, moral turpitude, unlawful conduct or breach of fiduciary duty; (ii) any conduct which is inconsistent with the dignity and character of an executive of the Company; (iiiii) a substantial breach of any material provision of this Agreement; (iv) a willful or reckless material misconduct in the performance of the Executive’s duties; or (v) the commission habitual neglect of duties; provided, however, that for purposes of clauses (iv) and (v), Cause shall not include any one or more of the following: bad judgment, negligence or any act or omission believed by the Executive in good faith to have been in or indictment not opposed to the interest of the Company (without any intent by the Executive to gain, directly or indirectly, a profit to which he was not legally entitled). If the Executive agrees to resign from his employment with the Company in lieu of being terminated for Cause, he may be deemed to have been terminated for Cause for purposes of this Agreement. Upon terminating the Executive for Cause, other than paying the Executive within thirty (A30) a felony or days of such termination his Accrued Obligations (B) but not including any misdemeanor involving moral turpitudeunpaid Deferred Signing Bonus, deceitcurrent annual incentive and long-term cash incentive awards, dishonesty or fraud (indictmentwhich shall not become payable), the Company shall have no further obligations under this Agreement. In the event of termination for these purposesCause, meaning an indictment, probable cause hearing or any other procedure pursuant Executive agrees to which an initial determination of probable or reasonable cause with respect to such offense is made); or (iii) gross negligence, willful misconduct or insubordination be bound by the covenants set forth herein effective as of the Executive with respect to the Company or any subsidiary or other affiliate of the Companytermination date.

Termination for Cause by the Company. For purposes of this Agreement, Cause shall mean that the Board of Directors, in good faith, has determined that Executive has engaged in or committed: (1i) This Agreement any act involving fraud, moral turpitude, unlawful conduct or breach of fiduciary duty or the conviction of, or pleading guilty or nolo contendere to, a felony; (ii) a substantial breach of any provision of this Agreement; (iii) willful or reckless material misconduct in the performance of Executive’s duties; or (iv) the habitual neglect of duties; provided however, that, for purposes of clause (iii) and (iv), Cause shall not include any one or more of the Term may be terminated “for cause” following: bad judgment, negligence or any act or omission believed by Executive in good faith to have been in or not opposed to the interest of the Company pursuant (without any intent by Executive to the provisions of this Subsection 6.A. If the Company determines gain, directly or indirectly, a profit to which he was not legally entitled) and provided that “cause” exists for termination of the Executive’s employment, written notice thereof must be given to the Executive describing the state of affairs or facts deemed by the Company to constitute such cause. Unless the Company determines that the conduct constituting cause is not curable, the Executive shall have provided with thirty (30) days after receipt written notice of such notice the Cause by the Company and an opportunity to cure the reason constituting cause and if the Executive does so cure, but only to the reasonable satisfaction of the Company, the Term extent curable. Executive shall not be deemed to have been terminated for Cause unless and until the cause specified Board of Directors delivers him a copy of a written resolution, duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board of Directors that finds Executive has engaged in the noticeconduct set forth above. During such thirty (30) day periodIf Executive agrees to resign from his employment with the Company in lieu of being terminated for Cause, the Term shall continue and the Executive shall continue he may be deemed to receive her full Base Salary, expenses and benefits pursuant to have been terminated for Cause for purposes of this Agreement. If such cause is not cured to the Company’s reasonable satisfaction within such thirty (30) day period, the Executive may then be immediately terminated by the Company. For purposes of this Agreement, “Termination without Cause by the words “for causeCompany” or “cause” means (i) dishonest statements or acts shall mean a termination of the Executive with respect to Executive’s employment by the Company or for any subsidiary or other affiliate of reason not specifically described in the Company; (ii) the commission by or indictment of the Executive for (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud (indictment, for these purposes, meaning an indictment, probable cause hearing or any other procedure pursuant to which an initial determination of probable or reasonable cause with respect to such offense is made); or (iii) gross negligence, willful misconduct or insubordination of the Executive with respect to the Company or any subsidiary or other affiliate of the Companyforegoing.