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

Termination for Cause or Other Than for Good Reason. (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, Accrued Annual Bonus and Incurred Expenses. Executive shall not be entitled to receive the Prorata Annual Bonus or the Severance Package. (b) The Company may not terminate Executive’s employment for Cause unless: (i) no fewer than 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 a period of not less than 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 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 (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 Executive 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 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. (b) 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 to its members (excluding for this purpose Executive 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 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. If the Executive’s employment is terminated (i) by the Company for Cause; or (ii) by the Executive without Good Reason, this Agreement shall terminate without further obligations to the Executive other than all of the following: (a) If the Company terminates Executive’s employment for Cause or Executive terminates his employment other than for Good Reason, death or Disability, the The Company shall pay to the Executive immediately in a lump sum in cash within 30 days after the Date of Termination an amount equal the Executive’s Annual Base Salary through the Date of Termination to the sum of Executive’s Accrued Base Salary, Accrued Annual Bonus and Incurred Expenses. Executive shall extent not be entitled to receive the Prorata Annual Bonus or the Severance Packagepreviously paid. (b) The Company may shall pay, or commence to be paid, as applicable, to the Executive any compensation previously deferred by the Executive and any other non-qualified benefit plan balances to the extent not terminate Executive’s employment for Cause unless:previously paid, in accordance with the terms of deferral or the other non-qualified plan, as applicable. (ic) no fewer than 60 days If the Executive terminates employment without Good Reason through a plan of retirement acceptable to the Company, which will not be unreasonably withheld, except as otherwise prohibited in the applicable option/incentive plans, all stock option and restricted stock awards that were outstanding immediately prior to the Date of TerminationTermination shall become fully and immediately exercisable and/or vested, as the Company provides Executive case may be, with written notice no further restrictions on sale or transferability other than those mandated by law, and each nonqualified stock option (including already vested nonqualified stock options) shall remain exercisable through the “Notice latest date upon which the nonqualified stock option could have expired by its original terms, and each incentive stock option (including already vested incentive stock options) shall remain exercisable for 90 days following the Date of Consideration”) Termination unless such stock option no longer qualifies as an incentive stock option as a result of its intent to consider termination of Executive’s employment for Causesuch accelerated vesting and exercisability, including a detailed description in which case the portion of the specific reasons such stock option that no longer qualifies shall remain exercisable through the latest date upon which form the basis for such considerationstock option could have expired by its original terms; (iid) The Company shall reimburse the Executive for a period all reasonable out-of-pocket costs expenses incurred by Executive to return Executive, his spouse, and their household goods to Australia, subject to the policies and procedures of not less than 30 days after the date Notice of Consideration is provided, Executive shall have the opportunity Company as are adopted from time to appear before the Board, with or without legal representation, at Executive’s election, to present arguments and evidence on his own behalftime; and (iiie) following To the presentation extent not previously paid or provided, the Company shall timely pay or provide to the Board as Executive any other amounts or benefits required to be paid or provided in (ii) above or Executive’s failure which the Executive is entitled to appear before the Board at a date and time specified in the Notice of Consideration (which date shall not be less than 30 days after the date the Notice of Consideration is provided)receive under any plan, Executive may be terminated for Cause only if (x) the Boardprogram, by the affirmative vote of all of its members (excluding Executive if he is a member policy or practice or contract or agreement 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 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 ConsiderationCompany. (b) 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 to its members (excluding for this purpose Executive 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 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. If the Executive’s employment is terminated (i) by the Company for Cause; or (ii) by the Executive without Good Reason, this Agreement shall terminate without further obligations to the Executive other than all of the following: (a) If the Company terminates Executive’s employment for Cause or Executive terminates his employment other than for Good Reason, death or Disability, the The Company shall pay to the Executive immediately in a lump sum in cash within 30 days after the Date of Termination an amount equal the Executive’s Annual Base Salary through the Date of Termination to the sum of Executive’s Accrued Base Salary, Accrued Annual Bonus and Incurred Expenses. Executive shall extent not be entitled to receive the Prorata Annual Bonus or the Severance Packagepreviously paid. (b) The Company may shall pay, or commence to be paid, as applicable, to the Executive any compensation previously deferred by the Executive and any other non-qualified benefit plan balances to the extent not terminate Executive’s employment for Cause unless:previously paid, in accordance with the terms of deferral or the other non-qualified plan, as applicable. (ic) no fewer than 60 days If the Executive terminates employment without Good Reason through a plan of retirement acceptable to the Company, which will not be unreasonably withheld, except as otherwise prohibited in the applicable option/incentive plans, all stock option and restricted stock awards that were outstanding immediately prior to the Date of TerminationTermination shall become fully and immediately exercisable and/or vested, as the Company provides Executive case may be, with written notice no further restrictions on sale or transferability other than those mandated by law, and each nonqualified stock option (including already vested nonqualified stock options) shall remain exercisable through the “Notice latest date upon which the nonqualified stock option could have expired by its original terms, and each incentive stock option (including already vested incentive stock options) shall remain exercisable for 90 days following the Date of Consideration”) Termination unless such stock option no longer qualifies as an incentive stock option as a result of its intent to consider termination of Executive’s employment for Causesuch accelerated vesting and exercisability, including a detailed description in which case the portion of the specific reasons such stock option that no longer qualifies shall remain exercisable through the latest date upon which form the basis for such consideration; (ii) for a period of not less than 30 days after the date Notice of Consideration is provided, Executive shall stock option could 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 behalfexpired by its original terms; and (iiid) following To the presentation extent not previously paid or provided, the Company shall timely pay or provide to the Board as Executive any other amounts or benefits required to be paid or provided in (ii) above or Executive’s failure which the Executive is entitled to appear before the Board at a date and time specified in the Notice of Consideration (which date shall not be less than 30 days after the date the Notice of Consideration is provided)receive under any plan, Executive may be terminated for Cause only if (x) the Boardprogram, by the affirmative vote of all of its members (excluding Executive if he is a member policy or practice or contract or agreement 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 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 ConsiderationCompany. (b) 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 to its members (excluding for this purpose Executive 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 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. If the Executive’s employment is terminated (i) by the Company for Cause; or (ii) by the Executive without Good Reason, this Agreement shall terminate without further obligations to the Executive other than all of the following: (a) If the Company terminates Executive’s employment for Cause or Executive terminates his employment other than for Good Reason, death or Disability, the The Company shall pay pay, or commence to Executive immediately after be paid, as applicable, all accrued wages through the Date of Termination an amount equal to the sum of Executive’s Accrued Base Salary, Accrued Annual Bonus and Incurred Expenses. Executive shall not be entitled to receive the Prorata Annual Bonus or the Severance Packagein compliance with state law. (b) The Company may shall pay, or commence to be paid, as applicable, to the Executive any compensation previously deferred by the Executive and any other non-qualified benefit plan balances to the extent not terminate Executive’s employment for Cause unless:previously paid, in accordance with the terms of deferral or the other non-qualified plan, as applicable. (ic) no fewer than 60 days If the Executive terminates employment without Good Reason through a plan of retirement acceptable to the Company, which will not be unreasonably withheld, except as otherwise prohibited in the applicable option/incentive plans, all stock option and restricted stock awards that were outstanding immediately prior to the Date of TerminationTermination shall become fully and immediately exercisable and/or vested, as the Company provides Executive case may be, with written notice no further restrictions on sale or transferability other than those mandated by law, and each nonqualified stock option (including already vested nonqualified stock options) shall remain exercisable through the “Notice latest date upon which the nonqualified stock option could have expired by its original terms, and each incentive stock option (including already vested incentive stock options) shall remain exercisable for 90 days following the Date of Consideration”) Termination unless such stock option no longer qualifies as an incentive stock option as a result of its intent to consider termination of Executive’s employment for Causesuch accelerated vesting and exercisability, including a detailed description in which case the portion of the specific reasons such stock option that no longer qualifies shall remain exercisable through the latest date upon which form the basis for such consideration; (ii) for a period of not less than 30 days after the date Notice of Consideration is provided, Executive shall stock option could 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 behalfexpired by its original terms; and (iiid) following To the presentation extent not previously paid or provided, the Company shall timely pay or provide to the Board as Executive any other amounts or benefits required to be paid or provided in (ii) above or Executive’s failure which the Executive is entitled to appear before the Board at a date and time specified in the Notice of Consideration (which date shall not be less than 30 days after the date the Notice of Consideration is provided)receive under any plan, Executive may be terminated for Cause only if (x) the Boardprogram, by the affirmative vote of all of its members (excluding Executive if he is a member policy or practice or contract or agreement 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 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 ConsiderationCompany. (b) 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 to its members (excluding for this purpose Executive 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 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. If the Executive’s employment is terminated (i) by the Company for Cause; or (ii) by the Executive without Good Reason, this Agreement shall terminate without further obligations to the Executive other than all of the following: (a) If the Company terminates Executive’s employment for Cause or Executive terminates his employment other than for Good Reason, death or Disability, the The Company shall pay to the Executive immediately in a lump sum in cash within 30 days after the Date of Termination an amount equal the Executive’s Annual Base Salary through the Date of Termination to the sum of Executive’s Accrued Base Salary, Accrued Annual Bonus and Incurred Expenses. Executive shall extent not be entitled to receive the Prorata Annual Bonus or the Severance Packagepreviously paid. (b) The Company may shall pay, or commence to be paid, as applicable, to the Executive any compensation previously deferred by the Executive and any other non-qualified benefit plan balances to the extent not terminate Executive’s employment for Cause unless:previously paid, in accordance with the terms of deferral or the other non-qualified plan, as applicable. (ic) no fewer than 60 days If the Executive terminates without Good Reason through a plan of retirement acceptable to the Company, which will not be unreasonably withheld, except as otherwise prohibited in the applicable option/incentive plans, all stock option and restricted stock awards that were outstanding immediately prior to the Date of TerminationTermination shall become fully and immediately exercisable and/or vested, as the Company provides Executive case may be, with written notice no further restrictions on sale or transferability other than those mandated by law, and each nonqualified stock option (including already vested nonqualified stock options) shall remain exercisable through the “Notice latest date upon which the nonqualified stock option could have expired by its original terms, and each incentive stock option (including already vested incentive stock options) shall remain exercisable for 90 days following the Date of Consideration”) Termination unless such stock option no longer qualifies as an incentive stock option as a result of its intent to consider termination of Executive’s employment for Causesuch accelerated vesting and exercisability, including a detailed description in which case the portion of the specific reasons such stock option that no longer qualifies shall remain exercisable through the latest date upon which form the basis for such consideration; (ii) for a period of not less than 30 days after the date Notice of Consideration is provided, Executive shall stock option could 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 behalfexpired by its original terms; and (iiid) following To the presentation extent not previously paid or provided, the Company shall timely pay or provide to the Board as Executive any other amounts or benefits required to be paid or provided in (ii) above or Executive’s failure which the Executive is entitled to appear before the Board at a date and time specified in the Notice of Consideration (which date shall not be less than 30 days after the date the Notice of Consideration is provided)receive under any plan, Executive may be terminated for Cause only if (x) the Boardprogram, by the affirmative vote of all of its members (excluding Executive if he is a member policy or practice or contract or agreement 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 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 ConsiderationCompany. (b) 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 to its members (excluding for this purpose Executive 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 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. If the Executive’s employment is terminated (i) by the Company for Cause; or (ii) by the Executive without Good Reason, this Agreement shall terminate without further obligations to the Executive other than all of the following: (a) If the Company terminates Executive’s employment for Cause or Executive terminates his employment other than for Good Reason, death or Disability, the The Company shall pay to the Executive immediately in a lump sum in cash within 30 days after the Date of Termination an amount equal the Executive’s Annual Base Salary through the Date of Termination to the sum of Executive’s Accrued Base Salary, Accrued Annual Bonus and Incurred Expenses. Executive shall extent not be entitled to receive the Prorata Annual Bonus or the Severance Packagepreviously paid. (b) The Company may shall pay, or commence to be paid, as applicable, to the Executive any compensation previously deferred by the Executive and any other non-qualified benefit plan balances to the extent not terminate Executive’s employment for Cause unless:previously paid, in accordance with the terms of deferral or the other non-qualified plan, as applicable. (ic) no fewer than 60 days If the Executive terminates employment without Good Reason through a plan of retirement acceptable to the Company, which will not be unreasonably withheld, except as otherwise prohibited in the applicable option/incentive plans, all stock option and restricted stock awards that were outstanding immediately prior to the Date of TerminationTermination shall become fully and immediately exercisable and/or vested, as the Company provides Executive case may be, with written notice no further restrictions on sale or transferability other than those mandated by law, and each nonqualified stock option (including already vested nonqualified stock options) shall remain exercisable through the “Notice latest date upon which the nonqualified stock option could have expired by its original terms, and each incentive stock option (including already vested incentive stock options) shall remain exercisable for 90 days following the Date of Consideration”) Termination unless such stock option no longer qualifies as an incentive stock option as a result of its intent to consider termination of Executive’s employment for Causesuch accelerated vesting and exercisability, including a detailed description in which case the portion of the specific reasons such stock option that no longer qualifies shall remain exercisable through the latest date upon which form the basis for such consideration; (ii) for a period of not less than 30 days after the date Notice of Consideration is provided, Executive shall stock option could 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 behalfexpired by its original terms; and (iiid) following The Company shall reimburse the presentation Executive for all reasonable out-of-pocket costs expenses incurred by Executive to return Executive, her family, and their household goods to Australia, subject to the Board as provided in (ii) above or Executive’s failure to appear before the Board at a date policies and time specified in the Notice of Consideration (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 Executive if he is a member procedures of the BoardCompany as are adopted from time to time; and (e) To the extent not previously paid or provided, and the Company shall timely pay or provide to the Executive any other member amounts or benefits required to be paid or provided or which the Executive is entitled to receive under any plan, program, policy or practice or contract or agreement 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 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 ConsiderationCompany. (b) 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 to its members (excluding for this purpose Executive 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 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. If the Executive’s employment is terminated (i) by the Company for Cause; or (ii) by the Executive without Good Reason, this Agreement shall terminate without further obligations to the Executive other than all of the following: (a) If the Company terminates Executive’s employment for Cause or Executive terminates his employment other than for Good Reason, death or Disability, the The Company shall pay to the Executive immediately in a lump sum in cash within 30 days after the Date of Termination an amount equal to the sum of Executive’s Accrued Annual Base Salary, Accrued Annual Bonus and Incurred Expenses. Executive shall not be entitled to receive Salary through the Prorata Annual Bonus or the Severance Package.Date of Termination; (b) The Company may shall pay, or commence to be paid, as applicable, to the Executive any compensation previously deferred by the Executive and any other non-qualified benefit plan balances to the extent not terminate Executive’s employment for Cause unless:previously paid, in accordance with the terms of deferral or the other non-qualified plan, as applicable; (ic) no fewer than 60 days If the Executive terminates employment without Good Reason through a plan of retirement acceptable to the Company, which will not be unreasonably withheld, except as otherwise prohibited in the applicable option/incentive plans, all stock option and restricted stock awards that were outstanding immediately prior to the Date of TerminationTermination shall become fully and immediately exercisable and/or vested, as the Company provides Executive case may be, with written notice no further restrictions on sale or transferability other than those mandated by law, and each nonqualified stock option (including already vested nonqualified stock options) shall remain exercisable through the “Notice latest date upon which the nonqualified stock option could have expired by its original terms, and each incentive stock option (including already vested incentive stock options) shall remain exercisable for 90 days following the Date of Consideration”) Termination unless such stock option no longer qualifies as an incentive stock option as a result of its intent to consider termination of Executive’s employment for Causesuch accelerated vesting and exercisability, including a detailed description in which case the portion of the specific reasons stock option that no longer qualifies shall remain exercisable through the latest date upon which form the basis for such consideration; (ii) for a period of not less than 30 days after the date Notice of Consideration is provided, Executive shall stock option could 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 behalfexpired by its original terms; and (iiid) following To the presentation extent not previously paid or provided, the Company shall timely pay or provide to the Board as Executive any other amounts or benefits required to be paid or provided in (ii) above or Executive’s failure which the Executive is entitled to appear before the Board at a date and time specified in the Notice of Consideration (which date shall not be less than 30 days after the date the Notice of Consideration is provided)receive under any plan, Executive may be terminated for Cause only if (x) the Boardprogram, by the affirmative vote of all of its members (excluding Executive if he is a member policy or practice or contract or agreement 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 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 ConsiderationCompany. (b) 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 to its members (excluding for this purpose Executive 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 issuing the Notice of Consideration), suspend Executive with pay until a final determination pursuant to such Section 8.1(b) has been made.