Common use of Termination for Cause or Voluntary Resignation Clause in Contracts

Termination for Cause or Voluntary Resignation. (a) For purposes of this Agreement, Cause shall mean: (i) EMPLOYEE’s willful or gross misconduct, willful or gross negligence in the performance of his duties for XM, or intentional or habitual neglect of his duties for XM, provided that XM shall have given EMPLOYEE notice specifying the conduct it believes to fall within this sentence and EMPLOYEE shall have failed to remedy such conduct within ten (10) days thereafter; or (ii) EMPLOYEE’s theft or misappropriation of funds of XM or conviction of a felony. XM shall effect a termination for Cause by giving EMPLOYEE a notice specifying the effective date of such termination. (b) For purposes of this Agreement, voluntary resignation means the EMPLOYEE’s resignation of his employment hereunder without Good Reason (as defined in Article 4.5(b) hereof. EMPLOYEE shall effect a termination by voluntary resignation by giving XM a notice specifying the effective date of such termination, which date shall not be earlier than thirty (30) days after the giving of notice. (c) In the event EMPLOYEE’s employment is terminated by XM for Cause or by EMPLOYEE by voluntary resignation: (i) XM shall pay to EMPLOYEE, in accordance with XM’s then-prevailing executive payroll practices, all Base Compensation, benefits and other payments to which EMPLOYEE was entitled hereunder through the effective date of termination. (ii) In the case of voluntary resignation only, EMPLOYEE shall be entitled to exercise any of his vested options within three (3) months after termination. Subject to the previous sentence of this Article 4.4(c)(ii), EMPLOYEE’s non-vested and vested but unexercised options shall be forfeited. (iii) Except as set forth in this Article 4.4, XM shall have no further obligation to EMPLOYEE (or EMPLOYEE’s legal representatives, estate, beneficiaries or heirs) for any compensation, benefits or other payments hereunder, provided that nothing herein shall be deemed to affect EMPLOYEE’s entitlement, if any, to any vested pension or similar benefits to which he may be or may become entitled.

Termination for Cause or Voluntary Resignation. (a) For purposes of this Agreement, Cause shall mean: (i) EMPLOYEE’s 's willful or gross misconduct, willful or gross negligence in the performance of his duties for XM, or intentional or habitual neglect of his duties for XM, provided that XM shall have given EMPLOYEE notice specifying the conduct it believes to fall within this sentence and EMPLOYEE shall have failed to remedy such conduct within ten (10) days thereafter; or (ii) EMPLOYEE’s 's theft or misappropriation of funds of XM or conviction of a felony. XM shall effect a termination for Cause by giving EMPLOYEE a notice specifying the effective date of such termination. (b) For purposes of this Agreement, voluntary resignation means the EMPLOYEE’s 's resignation of his employment hereunder without Good Reason (as defined in Article 4.5(b) hereof. EMPLOYEE shall effect a termination by voluntary resignation by giving XM a notice specifying the effective date of such termination, which date shall not be earlier than thirty (30) days after the giving of notice. (c) In the event EMPLOYEE’s 's employment is terminated by XM for Cause or by EMPLOYEE by voluntary resignation: (i) XM shall pay to EMPLOYEE, in accordance with XM’s 's then-prevailing executive payroll practices, all Base Compensation, benefits and other payments to which EMPLOYEE was entitled hereunder through the effective date of termination. (ii) In the case of voluntary resignation only, EMPLOYEE shall be entitled to exercise any of his vested options within three (3) months after termination. Subject to the previous sentence of this Article 4.4(c)(ii), EMPLOYEE’s 's non-vested and vested but unexercised options shall be forfeited. (iii) Except as set forth in this Article 4.4, XM shall have no further obligation to EMPLOYEE (or EMPLOYEE’s 's legal representatives, estate, beneficiaries or heirs) for any compensation, benefits or other payments hereunder, provided that nothing herein shall be deemed to affect EMPLOYEE’s 's entitlement, if any, to any vested pension or similar benefits to which he may be or may become entitled.

Termination for Cause or Voluntary Resignation. (a) For purposes of this Agreement, Cause shall meanmean a good faith finding by the Board of Directors of: (i) EMPLOYEE’s willful or gross misconduct, willful or gross negligence in the performance of his duties for XM, or intentional or habitual neglect of his duties for XM, provided that XM shall have given EMPLOYEE notice specifying the conduct it believes to fall within this sentence and EMPLOYEE shall have failed to remedy such conduct within ten (10) days thereafter; or (ii) EMPLOYEE’s theft or misappropriation of funds of XM or conviction of a felony. XM shall effect a termination for Cause by giving EMPLOYEE a notice specifying the effective date of such termination. (b) For purposes of this Agreement, voluntary resignation means the EMPLOYEE’s resignation of his employment hereunder without Good Reason (as defined in Article 4.5(b) hereof. EMPLOYEE shall effect a termination by voluntary resignation by giving XM a notice specifying the effective date of such termination, which date shall not be earlier than thirty (30) days after the giving of notice. (c) In the event EMPLOYEE’s employment is terminated by XM for Cause or by EMPLOYEE by voluntary resignation: (i) XM shall pay to EMPLOYEE, in accordance with XM’s then-prevailing executive payroll practices, all Base Compensation, benefits and other payments to which EMPLOYEE was entitled hereunder through the effective date of termination. (ii) In the case of voluntary resignation only, EMPLOYEE shall be entitled to exercise any of his vested options within three (3) months after termination. Subject to the previous sentence of this Article 4.4(c)(ii), EMPLOYEE’s non-vested and vested but unexercised options shall be forfeited. (iii) Except as set forth in this Article 4.4, XM shall have no further obligation to EMPLOYEE (or EMPLOYEE’s legal representatives, estate, beneficiaries or heirs) for any compensation, benefits or other payments hereunder, provided that nothing herein shall be deemed to affect EMPLOYEE’s entitlement, if any, to any vested pension or similar benefits to which he may be or may become entitled.

Termination for Cause or Voluntary Resignation. (a) For purposes of this Agreement, Cause shall mean: (i) EMPLOYEE’s willful or gross misconduct, willful or gross negligence in the performance of his duties for XM, or intentional or habitual neglect of his duties for XM, provided that XM shall have given EMPLOYEE notice specifying the conduct it believes to fall within this sentence and EMPLOYEE shall have failed to remedy such conduct within ten (10) days thereafter; or (ii) EMPLOYEE’s theft or misappropriation of funds of XM or conviction of a felony. XM shall effect a termination for Cause by giving EMPLOYEE a notice specifying the effective date of such termination. (b) For purposes of this Agreement, voluntary resignation means the EMPLOYEE’s resignation of his employment hereunder without Good Reason (as defined in Article Section 4.5(b) hereof. EMPLOYEE shall effect a termination by voluntary resignation by giving XM a notice specifying the effective date of such termination, which date shall not be earlier than thirty (30) days after the giving of notice. (c) In the event EMPLOYEE’s employment is terminated by XM for Cause or by EMPLOYEE by voluntary resignation: (i) XM shall pay to EMPLOYEE, in accordance with XM’s then-prevailing executive payroll practices, all Base Compensation, benefits and other payments to which EMPLOYEE was entitled hereunder through the effective date of termination. (ii) In the case of voluntary resignation only, EMPLOYEE shall be entitled to exercise any of his vested options within three (3) months after termination. Subject to the previous sentence of this Article Section 4.4(c)(ii), EMPLOYEE’s non-vested and vested but unexercised options shall be forfeited. (iii) Except as set forth in this Article Section 4.4, XM shall have no further obligation to EMPLOYEE (or EMPLOYEE’s legal representatives, estate, beneficiaries or heirs) for any compensation, benefits or other payments hereunder, provided that nothing herein shall be deemed to affect EMPLOYEE’s entitlement, if any, to any vested pension or similar benefits to which he may be or may become entitled.

Termination for Cause or Voluntary Resignation. In the event the Executive voluntarily resigns without Good Reason, the Company may, in its sole discretion, shorten the notice period and determine the date of termination without any obligation to pay the Executive any additional compensation other than the Accrued Obligations and without triggering a termination of the Executive’s employment without Cause. In the event the Company terminates the Executive’s employment for Cause or the Executive voluntarily resigns without Good Reason, the Company shall have no further liability or obligation to the Executive under this Agreement. Notwithstanding anything herein to the contrary, if the Executive violates any of the restrictions contained in Article IV below, then any unpaid amounts pursuant to this subsection (ai) shall be forfeited by the Executive, and the Executive shall not receive any additional payments pursuant to this subsection. The Accrued Obligations shall be payable in a lump sum within the time period required by applicable law, and in no event later than thirty (30) days following his employment termination date. For purposes of this Agreement, Cause shall mean“Cause” means termination because of: (ia) EMPLOYEEthe Executive’s refusal to perform the duties of the Executive’s position in a manner causing material detriment to the Company; (b) the Executive’s willful misconduct with regard to the Company or gross misconductits business, willful assets or gross negligence executives (including, without limitation, his fraud, embezzlement, intentional misrepresentation, misappropriation, conversion or other act of dishonesty with regard to the Company); (c) the Executive’s commission of an act or acts constituting a felony or any crime involving fraud or dishonesty as determined in good faith by the performance Company; (d) the Executive’s breach of his duties for XM, a fiduciary duty owed to the Company; (e) any material breach of this Agreement or intentional or habitual neglect of his duties for XM, provided that XM shall have given EMPLOYEE notice specifying other agreement with the conduct it believes to fall within this sentence and EMPLOYEE shall have failed to remedy such conduct within ten (10) days thereafterCompany; or (iif) EMPLOYEEany injury, illness or incapacity which shall wholly or continuously disable the Executive from performing the essential functions of the Executive’s theft position for any successive or misappropriation intermittent period of funds of XM or conviction of a felonytwelve (12) months. XM In each such event listed above, if the circumstances are curable, the Company shall effect a termination for give the Executive written notice thereof which shall specify in reasonable detail the circumstances constituting Cause, and there shall be no Cause with respect to any such circumstances if cured by giving EMPLOYEE a notice specifying the effective date of such termination. (b) For purposes of this Agreement, voluntary resignation means the EMPLOYEE’s resignation of his employment hereunder without Good Reason (as defined in Article 4.5(b) hereof. EMPLOYEE shall effect a termination by voluntary resignation by giving XM a notice specifying the effective date of such termination, which date shall not be earlier than Executive within thirty (30) days after the giving of such notice. (c) In the event EMPLOYEE’s employment is terminated by XM for Cause or by EMPLOYEE by voluntary resignation: (i) XM shall pay to EMPLOYEE, in accordance with XM’s then-prevailing executive payroll practices, all Base Compensation, benefits and other payments to which EMPLOYEE was entitled hereunder through the effective date of termination. (ii) In the case of voluntary resignation only, EMPLOYEE shall be entitled to exercise any of his vested options within three (3) months after termination. Subject to the previous sentence of this Article 4.4(c)(ii), EMPLOYEE’s non-vested and vested but unexercised options shall be forfeited. (iii) Except as set forth in this Article 4.4, XM shall have no further obligation to EMPLOYEE (or EMPLOYEE’s legal representatives, estate, beneficiaries or heirs) for any compensation, benefits or other payments hereunder, provided that nothing herein shall be deemed to affect EMPLOYEE’s entitlement, if any, to any vested pension or similar benefits to which he may be or may become entitled.

Termination for Cause or Voluntary Resignation. (a) For purposes of this Agreement, Cause shall meanmean a good faith finding by the Board of Directors of: (i) EMPLOYEE’s willful or gross misconduct, willful or gross negligence in the performance of his duties for XM, or intentional or habitual neglect of his duties for XM, provided that XM shall have given EMPLOYEE notice specifying the conduct it believes to fall within this sentence and EMPLOYEE shall have failed to remedy such conduct within ten (10) days thereafter; or (ii) EMPLOYEE’s theft or misappropriation of funds of XM or conviction of a felony. XM shall effect a termination for Cause by giving EMPLOYEE a notice specifying the effective date of such termination. (b) For purposes of this Agreement, voluntary resignation means the EMPLOYEE’s resignation of his employment hereunder without Good Reason (as defined in Article 4.5(b) hereof. EMPLOYEE shall effect a termination by voluntary resignation by giving XM a notice specifying the effective date of such termination, which date shall not be earlier than thirty (30) days after the giving of notice. (c) In the event EMPLOYEE’s employment is terminated by XM for Cause or by EMPLOYEE by voluntary resignation: (i) XM shall pay to EMPLOYEE, in accordance with XM’s then-prevailing executive payroll practices, all Base Compensation, benefits and other payments to which EMPLOYEE was entitled hereunder through the effective date of termination. (ii) In the case of voluntary resignation only, EMPLOYEE’s non-vested restricted shares as well as non-vested options shall be forfeited. EMPLOYEE shall be entitled to exercise any of his vested options within three (3) months after termination. Subject to the previous sentence of this Article 4.4(c)(ii), EMPLOYEE’s non-vested and vested but unexercised options shall be forfeited. (iii) Except as set forth in this Article 4.4, XM shall have no further obligation to EMPLOYEE (or EMPLOYEE’s legal representatives, estate, beneficiaries or heirs) for any compensation, benefits or other payments hereunder, provided that nothing herein shall be deemed to affect EMPLOYEE’s entitlement, if any, to any vested pension or similar benefits to which he may be or may become entitled.