Common use of Termination for Cause or Other Than for Good Reason, etc Clause in Contracts

Termination for Cause or Other Than for Good Reason, etc. (a) If the Company terminates Executive's employment for Cause or Executive terminates his employment other than for Good Reason, death or Disability, the Company shall pay to Executive immediately after the Date of Termination an amount equal to the sum of Executive's Accrued Base Salary and Accrued Annual Bonus, and Executive shall not be entitled to receive any Severance Payment. (b) The Company may not terminate Executive's employment for Cause unless: (i) No fewer than thirty (30) days prior to the Date of Termination, the Company provides Executive with written notice (the "Notice of Consideration") of its ----------------------- intent to consider termination of Executive's employment for Cause, including a detailed description of the specific reasons which form the basis for such consideration; (ii) For a period of not less than fifteen (15) days after the date Notice of Consideration is provided, Executive shall have the opportunity to appear before the Board, with or without legal representation, at Executive's election, to present arguments and evidence on his own behalf, and (iii) Following the presentation to the Board as provided in (ii) above or Executive's failure to appear before the Board at a date and time specified in the Notice of Consideration, Executive may be terminated for Cause only if (x) the Board, by the affirmative vote of its members (excluding Executive, and any other member of the Board reasonably believed by the Board to be involved in the events leading the Board to terminate Executive for Cause), determines that the actions or inactions of Executive specified in the Notice of Termination constituted occurred, that such actions or inactions constitute Cause, and the Executive's employment should accordingly be terminated for Cause; and (y) the Board provides Executive with a written determination (a "Notice of Termination --------------------- for Cause") setting forth in specific detail the basis of such Termination of --------- Employment, which Notice of Termination for Cause shall be consistent with the reasons set forth in the Notice of Consideration. Unless the Company establishes both (i) its full compliance with the substantive and procedural requirements of this Section 8.1 prior to a Termination of Employment for Cause, and (ii) that Executive's action or inaction specified in the Notice of Termination for Cause did occur and constituted Cause, any Termination of Employment shall be deemed a Termination Without Cause for all purposes of this Agreement. (c) After providing a Notice of Consideration pursuant to the provisions of Section 8.1(b), the Board may, by the affirmative vote of all of its members (excluding for this purpose, Executive and any other member of the Board reasonably believed by the Board to be involved in the events issuing the Notice of Consideration), suspend Executive with pay until a final determination pursuant to such Section 8. 1(b) has been made.

Termination for Cause or Other Than for Good Reason, etc. (a) If the Company terminates Executive's ’s employment for Cause or Executive terminates his employment other than for Good Reason, death or Disability, the Company shall pay to Executive immediately after the Date of Termination an amount equal to the sum of Executive's ’s Accrued Base Salary and Accrued Annual Bonus, and Executive shall not be entitled to receive any Severance Payment. (b) The Company may not terminate Executive's ’s employment for Cause unless: (i) No no fewer than thirty (30) 30 days prior to the Date of Termination, the Company provides Executive with written notice (the "“Notice of Consideration"”) of its ----------------------- intent to consider termination of Executive's ’s employment for Cause, including a detailed description of the specific reasons which form the basis for such consideration; (ii) For for a period of not less than fifteen (15) 30 days after the date Notice of Consideration is provided, Executive shall have the opportunity to appear before the Board, with or without legal representation, at Executive's ’s election, to present arguments and evidence on his own behalf, ; and (iii) Following following the presentation to the Board as provided in (ii) above or Executive's ’s failure to appear before the Board at a date and time specified in the Notice of ConsiderationConsideration (which date shall not be less than 30 days after the date the Notice of Consideration is provided), Executive may be terminated for Cause only if (x) the Board, by the affirmative vote of at least 75% of its members (excluding ExecutiveExecutive if he is a member of the Board, and any other member of the Board reasonably believed by the Board to be involved in the events leading the Board to terminate Executive for Cause), determines that the actions or inactions of Executive specified in the Notice of Termination constituted Consideration occurred, that such actions or inactions constitute Cause, and the that Executive's ’s employment should accordingly be terminated for Cause; and (y) the Board provides Executive with a written determination (a "“Notice of Termination --------------------- for Cause"”) setting forth in specific detail the basis of such Termination of --------- Employment, which Notice of Termination for Cause shall be consistent with the reasons set forth in the Notice of Consideration. Unless the Company establishes both (i) its full compliance with the substantive and procedural requirements of this Section 8.1 7.1 prior to a Termination of Employment for Cause, and (ii) that Executive's ’s action or inaction specified in the Notice of Termination for Cause did occur and constituted Cause, any Termination of Employment shall be deemed a Termination Without Cause for all purposes of this Agreement. (c) After providing a Notice of Consideration pursuant to the provisions of Section 8.1(b7.1(b), the Board may, by the affirmative vote of all at least 75% of its members (excluding for this purposepurpose Executive if he is a member of the Board, Executive and any other member of the Board reasonably believed by the Board to be involved in the events issuing leading the Board to issue the Notice of Consideration), suspend Executive with pay until a final determination pursuant to such Section 8. 1(b7.1(b) has been mademade and any such suspension of Executive’s employment with pay shall not, in and of itself constitute a Good Reason.

Termination for Cause or Other Than for Good Reason, etc. (a) If the Company terminates Executive's ’s employment for Cause or Executive terminates his her employment other than for Good Reason, death or Disability, the Company shall pay to Executive immediately after the Date of Termination an amount equal to the sum of Executive's ’s Accrued Base Salary and Accrued Annual Bonus, and Executive shall not be entitled to receive any Severance Payment. (b) The Company may not terminate Executive's ’s employment for Cause unless: (i) No no fewer than thirty (30) 30 days prior to the Date of Termination, the Company provides Executive with written notice (the "“Notice of Consideration"”) of its ----------------------- intent to consider termination of Executive's ’s employment for Cause, including a detailed description of the specific reasons which form the basis for such consideration; (ii) For for a period of not less than fifteen (15) 30 days after the date Notice of Consideration is provided, Executive shall have the opportunity to appear before the Board, with or without legal representation, at Executive's ’s election, to present arguments and evidence on his her own behalf, ; and (iii) Following following the presentation to the Board as provided in (ii) above or Executive's ’s failure to appear before the Board at a date and time specified in the Notice of ConsiderationConsideration (which date shall not be less than 30 days after the date the Notice of Consideration is provided), Executive may be terminated for Cause only if (x) the Board, by the affirmative vote of at least 75% of its members (excluding ExecutiveExecutive if she is a member of the Board, and any other member of the Board reasonably believed by the Board to be involved in the events leading the Board to terminate Executive for Cause), determines that the actions or inactions of Executive specified in the Notice of Termination constituted Consideration occurred, that such actions or inactions constitute Cause, and the that Executive's ’s employment should accordingly be terminated for Cause; and (y) the Board provides Executive with a written determination (a "“Notice of Termination --------------------- for Cause"”) setting forth in specific detail the basis of such Termination of --------- Employment, which Notice of Termination for Cause shall be consistent with the reasons set forth in the Notice of Consideration. Unless the Company establishes both (i) its full compliance with the substantive and procedural requirements of this Section 8.1 7.1 prior to a Termination of Employment for Cause, and (ii) that Executive's ’s action or inaction specified in the Notice of Termination for Cause did occur and constituted Cause, any Termination of Employment shall be deemed a Termination Without Cause for all purposes of this Agreement. (c) After providing a Notice of Consideration pursuant to the provisions of Section 8.1(b7.1(b), the Board may, by the affirmative vote of all at least 75% of its members (excluding for this purposepurpose Executive if she is a member of the Board, Executive and any other member of the Board reasonably believed by the Board to be involved in the events issuing leading the Board to issue the Notice of Consideration), suspend Executive with pay until a final determination pursuant to such Section 8. 1(b7.1(b) has been mademade and any such suspension of Executive’s employment with pay shall not, in and of itself constitute a Good Reason.

Termination for Cause or Other Than for Good Reason, etc. (a) If the Company terminates Executive's employment for Cause or Executive terminates his employment other than for Good Reason, death or Disability, the 70 Company shall pay to Executive immediately after the Date of Termination an amount equal to the sum of Executive's Accrued Base Salary and Salary, Accrued Annual Bonus, and Other Accrued Benefits and Executive shall not be entitled to receive any Severance Payment. (b) The Company may not terminate Executive's employment for Cause unless: (i) No no fewer than thirty (30) 30 days prior to the Date of Termination, the Company provides Executive with written notice (the "Notice of Consideration") of its ----------------------- intent to consider termination of Executive's employment for Cause, including a detailed description of the specific reasons which form the basis for such consideration; (ii) For after providing Notice of Consideration, the Board may, by the affirmative vote of a period majority of not less than fifteen its members (15excluding for this purpose Executive if he is a member of the Board, any other management member of the Board and any other member of the Board reasonably believed by the Board to be involved in the events leading to the Notice of Consideration), suspend Executive with pay until a final determination pursuant to this Section has been made; (iii) on a date designated in the Notice of Consideration, which date shall be at least 30 days after following the date the Notice of Consideration is provided, Executive shall have the opportunity to appear before the Board, with or without legal representation, at Executive's election, to present arguments and evidence on his own behalf, ; and (iiiiv) Following following the presentation to the Board as provided in (iiiii) above or Executive's failure to appear before the Board at a the date and time specified in the Notice of Consideration, Executive may be terminated for Cause only if (x) the Board, by the affirmative two-thirds vote of its members (excluding ExecutiveExecutive if he is a member of the Board, any other management member of the Board and any other member of the Board reasonably believed by the Board to be involved in the events leading the Board to terminate consider terminating Executive for Cause), determines that the actions or inactions of Executive specified in the Notice of Termination constituted occurred, that such actions or inactions constitute Cause, and the that Executive's employment should accordingly be terminated for Cause; and (y) the Board provides Executive with a written determination (a "Notice of Termination --------------------- for Cause") setting forth in specific detail the basis of such Termination of --------- Employment, which Notice of Termination for Cause shall be consistent with the reasons set forth in the Notice of Consideration. Unless the Company establishes both (i) its full compliance with the substantive and procedural requirements of this Section 8.1 prior to a Termination of Employment for Cause, and (ii) that Executive's action or inaction specified in the Notice of Termination for Cause did occur and constituted Cause, any Termination of Employment shall be deemed a Termination Without Cause for all purposes of this Agreement. (c) After providing a Notice of Consideration pursuant to the provisions of Section 8.1(b), the Board may, by the affirmative vote of all of its members (excluding for this purpose, Executive and any other member of the Board reasonably believed by the Board to be involved in the events issuing the Notice of Consideration), suspend Executive with pay until a final determination pursuant to such Section 8. 1(b) has been made.

Termination for Cause or Other Than for Good Reason, etc. (a) If the Company terminates Executive's employment for Cause or Executive terminates his employment other than for Good Reason, death or Disability, the Company shall pay to Executive immediately after the Date of Termination an amount equal to the sum of Executive's Accrued Base Salary and Accrued Annual Bonus, and Executive shall not be entitled to receive any Severance Payment. (b) The Upon and following the occurrence of a Change of Control, the Company may not terminate Executive's employment for Cause unless: (i) No no fewer than thirty (30) 60 days prior to the Date of Termination, the Company provides Executive with written notice (the "Notice of Consideration") of its ----------------------- intent to consider termination of Executive's employment for Cause, including a detailed description of the specific reasons which form the basis for such consideration; (ii) For for a period of not less than fifteen (15) 30 days after the date Notice of Consideration is provided, Executive shall have the opportunity to appear before the Board, with or without legal representation, at Executive's election, to present arguments and evidence on his own behalf, ; and (iii) Following following the presentation to the Board as provided in (ii) above or Executive's failure to appear before the Board at a and date and time specified in the Notice of ConsiderationConsideration (which date shall not be less than 30 days after the date the Notice of Consideration is provided), Executive may be terminated for Cause only if (x) the Board, by the affirmative vote of all of its members (excluding ExecutiveExecutive if he is a member of the Board, and any other member of the Board reasonably believed by the Board to be involved in the events leading the Board to terminate Executive for Cause), determines that the actions or inactions of Executive specified in the Notice of Termination constituted occurred, that such actions or inactions constitute Cause, and the that Executive's employment should accordingly be terminated for Cause; and (y) the Board provides Executive with a written determination (a "Notice of Termination --------------------- for Cause") setting forth in specific detail the basis of such Termination of --------- Employment, which Notice of Termination for Cause shall be consistent with the reasons set forth in the Notice of Consideration. Unless the Company establishes both (i) its full compliance with the substantive and procedural requirements of this Section 8.1 prior to a Termination of Employment for Cause, and (ii) that Executive's action or inaction specified in the Notice of Termination for Cause did occur and constituted Cause, any Termination of Employment shall be deemed a Termination Without Cause for all purposes of this Agreement. (c) After With respect to a termination of employment upon or following a Change of Control, after providing a Notice of Consideration pursuant to the provisions of Section 8.1(b8.1 (b), the Board may, by the affirmative vote of all of its members (excluding for this purposepurpose Executive if he is a member of the Board, Executive and any other member of the Board reasonably reason ably believed by the Board to be involved in the events issuing the Notice of Consideration), suspend Executive with pay until a final determination pursuant to such Section 8. 1(b8.1(b) has been made.

Termination for Cause or Other Than for Good Reason, etc. (a) If the Company Mutual terminates Executive's employment with the Companies for Cause or Executive terminates his employment other than for Good Reason, death or Disability, the Company Executive shall pay be entitled to Executive receive immediately after the Date of Termination an a lump sum amount equal to the sum of Executive's Accrued Base Salary and Accrued Annual Bonus, and Executive shall not be entitled to receive any Severance Paymentseverance or other payment, other than compensation and benefits which relate to or derive from Executive's employment with the Companies on or prior to the Date of Termination (including, without limitation, any deferrals under the LTIP) and which are otherwise payable in case of termination for Cause or other than for Good Reason, death or Disability, as applicable. (b) The Company may not terminate Executive's employment may be terminated for Cause unless: only if(i) Mutual provides Executive (i) No fewer than thirty (30) days prior to before the Date of Termination, the Company provides Executive ) with written notice (the "Notice of Consideration") of its ----------------------- intent to consider termination of Executive's employment for Cause, including a detailed description of the specific reasons which form the basis for such consideration; Board meeting referred to in clause (ii) For of this Section 6.1(b) at least twenty days prior to such meeting and specifies in detail in writing the basis of a period claim of not less than fifteen (15) days after the date Notice of Consideration is provided, Executive shall have the opportunity to appear before the BoardCause and provides Executive, with or without legal representationcounsel, at Executive's election, an opportunity to be heard and present arguments and evidence on his own behalfExecutive's behalf at such meeting, and (iii) Following the presentation to the Board as provided in (ii) above or the Mutual Board, by affirmative vote of not less than 2/3 of the entire membership of the Mutual Board (excluding the Executive's failure vote from any such determination) that the acts or omissions constitute Cause which Executive failed to appear before cure after being given an opportunity to cure if required by Section 1.11, and to the Board at a date and time specified in the Notice of Consideration, Executive may effect that Executive's employment should be terminated for Cause only if and (xiii) the Board, by the affirmative vote of its members (excluding Executive, and any other member of the Board reasonably believed by the Board to be involved in the events leading the Board to terminate Mutual thereafter provides Executive for Cause), determines that the actions or inactions of Executive specified in the a Notice of Termination constituted occurred, that such actions or inactions constitute Cause, and the Executive's employment should accordingly be terminated for Cause; and (y) the Board provides Executive with a written determination (a "Notice of Termination --------------------- for Cause") setting forth which specifies in specific detail the basis of such Termination of --------- Employment, which Notice of Termination for Cause shall be consistent with the reasons set forth in the Notice of Consideration. Unless the Company establishes both (i) its full compliance with the substantive and procedural requirements of this Section 8.1 prior to a Termination of Employment for Cause, and . Nothing in this Section 6.1 (iib) that Executive's action or inaction specified in shall preclude the Notice of Termination for Cause did occur and constituted Cause, any Termination of Employment shall be deemed a Termination Without Cause for all purposes of this Agreement. (c) After providing a Notice of Consideration pursuant to the provisions of Section 8.1(b), the Board mayBoard, by the affirmative vote of all of its members (excluding for this purposemajority vote, from suspending Executive and any other member of the Board reasonably believed by the Board to be involved in the events issuing the Notice of Consideration)from his duties, suspend Executive with pay until a final determination pursuant to such Section 8. 1(b) has been madeat any time.

Termination for Cause or Other Than for Good Reason, etc. (a) If the Company terminates Executive's ’s employment for Cause or Executive terminates his employment other than for Good Reason, death or Disability, the Company shall pay to Executive immediately after the Date of Termination an amount equal to the sum of Executive's ’s Accrued Base Salary and Salary, Accrued Annual Bonus, Bonus and Other Accrued Benefits and Executive shall not be entitled to receive any Severance Payment. (b) The Company may not terminate Executive's ’s employment for Cause unless: (i) No no fewer than thirty (30) 30 days prior to the Date of Termination, the Company provides Executive with written notice (the "“Notice of Consideration"”) of its ----------------------- intent to consider termination of Executive's ’s employment for Cause, including a detailed description of the specific reasons which form the basis for such consideration; (ii) For after providing Notice of Consideration, the Board may, by the affirmative vote of a period majority of its members (excluding for this purpose Executive if he is a member of the Board, any other management member of the Board and any other member of the Board reasonably believed by the Board to be involved in the events leading to the Notice of Consideration), suspend Executive with pay until a final determination pursuant to this Section 8.1 has been made; provided, that if following any such suspension, the requisite two-thirds vote under Subparagraph (iv) is not less than fifteen (15) days after obtained, Executive’s employment shall, on the date of such presentation to the Board under Subparagraph (iii), be deemed to have terminated as a Termination for Good Reason unless Executive shall consent in writing to the contrary. (iii) on a date designated in the Notice of Consideration, which date shall be at least 30 days following the date the Notice of Consideration is provided, Executive shall have the opportunity to appear before the Board, with or without legal representation, at Executive's ’s election, to present arguments and evidence on his own behalf, ; and (iiiiv) Following following the presentation to the Board as provided in Subparagraph (iiiii) above or Executive's ’s failure to appear before the Board at a the date and time specified in the Notice of Consideration, Executive may be terminated for Cause only if (x) the Board, by the affirmative two-thirds vote of its members (excluding ExecutiveExecutive if he is a member of the Board, any other management member of the Board and any other member of the Board reasonably believed by the Board to be involved in the events leading the Board to terminate consider terminating Executive for Cause), determines that the actions or inactions of Executive specified in the Notice of Termination constituted occurred, that such actions or inactions constitute Cause, and the that Executive's ’s employment should accordingly be terminated for Cause; and (y) the Board provides Executive with a written determination (a "Notice of Termination --------------------- for Cause") setting forth in specific detail the basis of such Termination of --------- Employment, which Notice of Termination for Cause shall be consistent with the reasons set forth in the Notice of Consideration. Unless the Company establishes both (i) its full compliance with the substantive and procedural requirements of this Section 8.1 prior to a Termination of Employment for Cause, and (ii) that Executive's action or inaction specified in the Notice of Termination for Cause did occur and constituted Cause, any Termination of Employment shall be deemed a Termination Without Cause for all purposes of this Agreement. (c) After providing a Notice of Consideration pursuant to the provisions of Section 8.1(b), the Board may, by the affirmative vote of all of its members (excluding for this purpose, Executive and any other member of the Board reasonably believed by the Board to be involved in the events issuing the Notice of Consideration), suspend Executive with pay until a final determination pursuant to such Section 8. 1(b) has been made.

Termination for Cause or Other Than for Good Reason, etc. (a) If the Company PFGI terminates Executive's employment with the Companies for Cause or Executive terminates his employment other than for Good Reason, death or Disability, the Company Executive shall pay be entitled to Executive receive immediately after the Date of Termination an a lump sum amount equal to the sum of Executive's Accrued Base Salary and Accrued Annual Bonus, and Executive shall not be entitled to receive any Severance Payment. (b) The Company may not terminate severance or other payment, other than compensation and benefits which relate to or derive from Executive's employment for Cause unless: (i) No fewer than thirty (30) days with the Companies on or prior to the Date of TerminationTermination (including, without limitation, any deferrals under the Company provides Executive with written notice LTIP) and which are otherwise payable in case of termination for Cause or other than for Good Reason, death or Disability, as applicable (the "Notice of Consideration"b) of its ----------------------- intent to consider termination of Executive's employment for Cause, including a detailed description of the specific reasons which form the basis for such consideration; (ii) For a period of not less than fifteen (15) days after the date Notice of Consideration is provided, Executive shall have the opportunity to appear before the Board, with or without legal representation, at Executive's election, to present arguments and evidence on his own behalf, and (iii) Following the presentation to the Board as provided in (ii) above or Executive's failure to appear before the Board at a date and time specified in the Notice of Consideration, Executive may be terminated for Cause only if (xi) PFGI provides Executive (before the Date of Termination) with written notice of the Board meeting referred to in clause (ii) of this Section 6.1(b) at least twenty days prior to such meeting and specifies in detail in writing the basis of a claim of Cause and provides Executive, with or without counsel, at Executive's election, an opportunity to be heard and present arguments and evidence on Executive's behalf at such meeting, (ii) the PFGI Board, by the affirmative vote of its members not less than 2/3 of the entire membership of the PFGI Board (excluding the Executive's vote from any such determination) that the acts or omissions constitute Cause which Executive failed to cure after being given an opportunity to cure if required by Section 1.11, and any other member of to the Board reasonably believed by the Board to be involved in the events leading the Board to terminate Executive for Cause), determines effect that the actions or inactions of Executive specified in the Notice of Termination constituted occurred, that such actions or inactions constitute Cause, and the Executive's employment should accordingly be terminated for Cause; Cause and (yiii) the Board PFGI thereafter provides Executive with a written determination (a "Notice of Termination --------------------- for Cause") setting forth which specifies in specific detail the basis of such Termination of --------- Employment, which Notice of Termination for Cause shall be consistent with the reasons set forth in the Notice of Consideration. Unless the Company establishes both (i) its full compliance with the substantive and procedural requirements of this Section 8.1 prior to a Termination of Employment for Cause, and (ii. Nothing in this Section 6.1(b) that Executive's action or inaction specified in shall preclude the Notice of Termination for Cause did occur and constituted Cause, any Termination of Employment shall be deemed a Termination Without Cause for all purposes of this Agreement. (c) After providing a Notice of Consideration pursuant to the provisions of Section 8.1(b), the Board mayBoard, by the affirmative vote of all of its members (excluding for this purposemajority vote, from suspending Executive and any other member of the Board reasonably believed by the Board to be involved in the events issuing the Notice of Consideration)from his duties, suspend Executive with pay until a final determination pursuant to such Section 8. 1(b) has been madeat any time.

Termination for Cause or Other Than for Good Reason, etc. (a) If the Company PFGI terminates Executive's ’s employment with the Companies for Cause or Executive terminates his employment other than for Good Reason, death or Disability, the Company Executive shall pay be entitled to Executive receive immediately after the Date of Termination an a lump sum amount equal to the sum of Executive's ’s Accrued Base Salary and Accrued Annual Bonus, and Executive shall not be entitled to receive any Severance Payment. (b) The Company may not terminate severance or other payment, other than compensation and benefits which relate to or derive from Executive's ’s employment for Cause unless: (i) No fewer than thirty (30) days with the Companies on or prior to the Date of TerminationTermination (including, without limitation, any deferrals under the Company provides Executive with written notice (the "Notice LTIP) and which are otherwise payable in case of Consideration") of its ----------------------- intent to consider termination of Executive's employment for CauseCause or other than for Good Reason, including a detailed description of the specific reasons which form the basis for such consideration;death or Disability, as applicable (iib) For a period of not less than fifteen (15) days after the date Notice of Consideration is provided, Executive shall have the opportunity to appear before the Board, with or without legal representation, at Executive's election, to present arguments and evidence on his own behalf, and (iii) Following the presentation to the Board as provided in (ii) above or Executive's failure to appear before the Board at a date and time specified in the Notice of Consideration, Executive ’s employment may be terminated for Cause only if (xi) PFGI provides Executive (before the Date of Termination) with written notice of the Board meeting referred to in clause (ii) of this Section 6.1(b) at least twenty days prior to such meeting and specifies in detail in writing the basis of a claim of Cause and provides Executive, with or without counsel, at Executive’s election, an opportunity to be heard and present arguments and evidence on Executive’s behalf at such meeting, (ii) the PFGI Board, by the affirmative vote of its members not less than 2/3 of the entire membership of the PFGI Board (excluding the Executive’s vote from any such determination) decides that the acts or omissions constitute Cause which Executive failed to cure after being given an opportunity to cure if required by Section 1.11, and any other member of to the Board reasonably believed by the Board to effect that Executive’s employment should be involved in the events leading the Board to terminate terminated for Cause and (iii) PFGI thereafter provides Executive for Cause), determines that the actions or inactions of Executive specified in the a Notice of Termination constituted occurred, that such actions or inactions constitute Cause, and the Executive's employment should accordingly be terminated for Cause; and (y) the Board provides Executive with a written determination (a "Notice of Termination --------------------- for Cause") setting forth which specifies in specific detail the basis of such Termination of --------- Employment, which Notice of Termination for Cause shall be consistent with the reasons set forth in the Notice of Consideration. Unless the Company establishes both (i) its full compliance with the substantive and procedural requirements of this Section 8.1 prior to a Termination of Employment for Cause, and (ii. Nothing in this Section 6.1(b) that Executive's action or inaction specified in shall preclude the Notice of Termination for Cause did occur and constituted Cause, any Termination of Employment shall be deemed a Termination Without Cause for all purposes of this Agreement. (c) After providing a Notice of Consideration pursuant to the provisions of Section 8.1(b), the Board mayBoard, by the affirmative vote of all of its members (excluding for this purposemajority vote, from suspending Executive and any other member of the Board reasonably believed by the Board to be involved in the events issuing the Notice of Consideration)from his duties, suspend Executive with pay until a final determination pursuant to such Section 8. 1(b) has been madeat any time.