Common use of Termination For Cause or Disability Clause in Contracts

Termination For Cause or Disability. This Agreement may be terminated at any time by the Company without notice, for Cause or in the event of the Disability of Executive. For the purposes of this Agreement, “Cause” also means that the Executive shall have: (a) committed an intentional act of fraud, embezzlement or theft in connection with the Executive's duties or in the course of the Executive's employment with the Company; (b) intentionally and wrongfully damaged property of the Company, or any of its respective affiliates, associates or customers; (c) intentionally or wrongfully disclosed any of the Confidential Information; (d) made material personal benefit at the expense of the Company without the prior written consent of the management of the Company; (e) accepted shares or options or any other gifts or benefits from a vendor without the prior written consent of the management of the Company; (f) fundamentally breached any of the Executive's material covenants contained in this Agreement; or (g) willfully and persistently, without reasonable justification, failed or refused to follow the lawful and proper directives of the Company specifying in reasonable detail the alleged failure or refusal and after a reasonable opportunity for the Executive to cure the alleged failure or refusal. For the purposes of this Agreement, an act or omission on the part of the Executive shall not be deemed “intentional,” if it was due to an error in judgment or negligence, but shall be deemed “intentional” if done by the Executive not in good faith and without reasonable belief that the act or omission was in the best interests of the Company, or its respective affiliates, associates or customers.

Termination For Cause or Disability. This Agreement may be terminated at any time by the Company without notice, for Cause or in the event of the Disability of Executive. For the purposes of this Agreement, “"Cause” " also means that the Executive shall have: (a) committed an intentional act of fraud, embezzlement or theft in connection with the Executive's duties or in the course of the Executive's employment with the Company; (b) intentionally and wrongfully damaged property of the Company, or any of its respective affiliates, associates or customers; (c) intentionally or wrongfully disclosed any of the Confidential Information; (d) made material personal benefit at the expense of the Company without the prior written consent of the management of the Company; (e) accepted shares or options or any other gifts or benefits from a vendor without the prior written consent of the management of the Company; (f) fundamentally breached any of the Executive's material covenants contained in this Agreement; or (g) willfully and persistently, without reasonable justification, failed or refused to follow the lawful and proper directives of the Company specifying in reasonable detail the alleged failure or refusal and after a reasonable opportunity for the Executive to cure the alleged failure or refusal. For the purposes of this Agreement, an act or omission on the part of the Executive shall not be deemed “"intentional,” " if it was due to an error in judgment or negligence, but shall be deemed “"intentional” " if done by the Executive not in good faith and without reasonable belief that the act or omission was in the best interests of the Company, or its respective affiliates, associates or customers.