Common use of Termination for Cause or Resignation Clause in Contracts

Termination for Cause or Resignation. (i) If, prior to the expiration of the Term, the Employee’s employment is terminated by the Company for “Cause” (as hereinafter defined) or if the Employee resigns from his employment hereunder, the Employee shall be entitled to payment of (A) his Salary accrued up to and including the date of termination or resignation, and (B) any unreimbursed expenses. Except to the extent required by the terms of the benefits provided under Section 3(e) or applicable law, the Employee shall have no right under this Agreement or otherwise to receive any other compensation or to participate in any other plan, program or arrangement after such termination or resignation of employment with respect to the year of such termination or resignation and later years. (ii) Termination for “Cause” shall mean a termination of the Employee’s employment with the Company because of (A) a plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by the Employee; (B) the involvement by the Employee as a party to any litigation or regulatory proceeding or in any other circumstance known to the general public that, in the good faith determination of the Board, is reasonably certain to subject the Employee, the Company or its affiliates to disrepute, ridicule, contempt or scandal or that is reasonably certain to reflect unfavorably upon the reputation of the Employee, the Company or its affiliates or the Company’s products or technologies; (C) the willful and continued failure to perform in any material respect the Employee’s duties; (D) an intentional act of fraud, embezzlement, theft or a material and dishonest act against the Company or its affiliates; or (E) a material breach by the Employee of the terms and provisions of the Agreement.

Termination for Cause or Resignation. In the event that the Company terminates Executive’s employment for Cause (as defined herein), or in the event that Executive voluntarily resigns his employment without Good Reason (as defined herein) or his employment otherwise terminates for any reason except by termination by the Company without Cause or resignation for Good Reason, the obligations of the Company shall cease immediately and Executive shall not be entitled to any further payments or benefits of any kind, including any portion of the payments described in paragraph 3 other than earned Base Salary through the date of termination. For purposes of this Agreement, “Cause” shall be defined as: (i) IfExecutive’s (a) material failure to perform Executive’s duties or (b) gross negligence in the performance of his duties, provided that in the case of either (a) or (b), the Company shall give written notice to Executive of at least thirty (30) days prior to such termination of the Company’s intent to terminate under this provision, which notice shall set out the ways in which Executive has failed to perform, and Executive shall have failed to cure such failure prior to the expiration of the Term, the Employeesuch thirty (30) day period; (ii) Executive’s employment is terminated by the Company for “Cause” (as hereinafter defined) or if the Employee resigns from his employment hereunder, the Employee shall be entitled to payment material breach of (A) his Salary accrued up to and including the date of termination or resignation, and (B) any unreimbursed expenses. Except to the extent required by the terms of the benefits provided under Section 3(e) or applicable law, the Employee shall have no right under this Agreement or otherwise to receive any other compensation or to participate in any other plan, program or arrangement after such termination or resignation of employment with respect to the year of such termination or resignation and later years. (ii) Termination for “Cause” shall mean a termination of the Employee’s employment with the Company because of (A) a plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by the Employee; (B) the involvement by the Employee as a party to any litigation or regulatory proceeding or in any other circumstance known to the general public that, in the good faith determination of the Board, is reasonably certain to subject the Employee, the Company or its affiliates to disrepute, ridicule, contempt or scandal or that is reasonably certain to reflect unfavorably upon the reputation of the Employee, the Company or its affiliates or the Company’s products or technologies; (C) the willful and continued failure to perform in any material respect the Employee’s duties; (D) an intentional act of fraudpolicies, embezzlement, theft or a material and dishonest act against breach of fiduciary duty; (iii) Executive’s willful violation of lawful directives from the Company Company’s Board; (iv) dishonesty, willful misconduct or its affiliatesfraud in connection with Executive’s employment by the Company, the performance of his duties, or in any way related to the business of the Company; (v) a reportable violation of banking, securities or commodities laws, rules or regulations; or (Evi) conviction or a material breach by plea of nolo contendere (or the Employee of the terms and provisions of the Agreementequivalent) to a felony or any crime involving moral turpitude.