Common use of Termination for Cause; Termination by Reason of Death or Retirement or Voluntary Resignation Clause in Contracts

Termination for Cause; Termination by Reason of Death or Retirement or Voluntary Resignation. In the event that Executive's employment hereunder is terminated during the Term (x) by the Company for Cause (as defined below), (y) by reason of Executive's death or retirement or (z) by reason of Executive's voluntary resignation, then the Company shall pay to Executive only the Base Salary through such date of termination. For purposes of this Agreement, "Cause" shall mean (i) conviction of any crime (whether or not involving the Company) constituting a felony in the jurisdiction involved; (ii) engaging in any substantiated act involving moral turpitude; (iii) engaging in any act which, in each case, subjects, or if generally known would subject, the Company to public ridicule or embarrassment; (iv) gross neglect or misconduct in the performance of Executive's duties hereunder; (v) willful failure or refusal to perform such duties as may reasonably be delegated to Executive; or (vi) material breach of any provision of this Agreement by Executive; provided, however, that with respect to clauses (iv), (v) or (vi), Executive shall have received written notice from the Company setting forth the alleged act or failure to act constituting "Cause" hereunder, and Executive shall not have cured such act or refusal to act within 10 business days of his actual receipt of notice.

Termination for Cause; Termination by Reason of Death or Retirement or Voluntary Resignation. In the event that ExecutiveEmployee's employment hereunder is terminated during the Term (x) by the Company for Cause (as defined below), (y) by reason of ExecutiveEmployee's death or retirement or (z) by reason of ExecutiveEmployee's voluntary resignation, then the Company shall pay to Executive Employee only the Base Salary through such date of termination. For purposes of this Agreement, "Cause" shall mean (i) conviction of any crime (whether or not involving the Company) constituting a felony in the jurisdiction involved; (ii) engaging in any substantiated act involving moral turpitude; (iii) engaging in any act which, in each case, subjects, or if generally known would subject, the Company to public ridicule or embarrassment; (iv) gross neglect or misconduct in the performance of ExecutiveEmployee's duties hereunder; (v) willful failure or refusal to perform such duties as may reasonably be delegated to ExecutiveEmployee; or (vi) material breach of any provision of this Agreement by ExecutiveEmployee; provided, however, that with respect to clauses (iv), (v) or (vi), Executive Employee shall have received written notice from the Company setting forth the alleged act or failure to act constituting "Cause" hereunder, and Executive Employee shall not have cured such act or refusal to act within 10 business days of his her actual receipt of notice.

Termination for Cause; Termination by Reason of Death or Retirement or Voluntary Resignation. In the event that Executive's employment hereunder is terminated during the Term (x) by the Company for Cause (as defined below), (y) by reason of Executive's death or retirement death, or (z) by reason of Executive's voluntary resignationresignation or retirement, then the Company shall pay to Executive only the (i) accrued, but unpaid Base Salary for services rendered through the date of termination, and (ii) any Milestone Bonuses due and payable under the terms of this Agreement through such date of termination and those that become due and payable within 90 days of such date of termination. For purposes of this Agreement, "Cause" shall mean (i) conviction of any crime (whether or not involving the Company) constituting a felony in the jurisdiction involved; (ii) engaging in any substantiated act involving moral turpitude; (iii) engaging in any act which, in each case, subjects, or if generally known would subject, the Company to public ridicule or embarrassment; (iviii) gross neglect or misconduct in the performance of Executive's duties hereunder; (viv) willful failure or refusal to perform such duties as may reasonably be delegated to Executive; or (viv) material breach of any provision of this Agreement by Executive; provided, however, that with respect to clauses (iviii), (viv) or (viv), Executive shall have received written notice from the Company setting forth the alleged act or failure to act constituting "Cause" hereunder, and Executive shall not have cured such act or refusal to act within 10 30 business days of his actual receipt of notice.

Termination for Cause; Termination by Reason of Death or Retirement or Voluntary Resignation. In the event that Executive's employment hereunder is terminated during the Agreement Term (x) by the Company for Cause (as defined below), (y) by reason of Executive's death or retirement or (z) by reason of Executive's voluntary resignationresignation (other than voluntary resignation with Good Reason (as hereinafter defined) or following a Change of Control as permitted by Section 5(d)(iii))), then the Company shall pay to Executive Executive, within thirty (30) days of the date of such termination, only the Base Salary and car allowance through such date of termination. For purposes of this Agreement, "Cause" shall mean (i) conviction of any crime (whether or not involving the Company) constituting a felony in the jurisdiction involved; (ii) engaging in any substantiated act involving moral turpitude; (iii) engaging in any act which, in each case, subjects, or if generally known would subject, the Company to public ridicule or embarrassment; (iv) gross neglect or misconduct in the performance of Executive's duties hereunder; (viv) willful failure or refusal to perform such material duties as may reasonably be delegated to Executive commensurate with Executive's position and responsibilities as set forth in Section 2 hereof; or (viv) material breach of any material provision of this Agreement by Executive; provided, however, that with respect to clauses clause (iii), clause (iv), ) and clause (v) or (vi), Executive shall have received written notice from the Company setting forth the alleged act manner in which he has been grossly negligent or failure to act constituting "Cause" hereunderengaged in misconduct, and Executive shall not have cured such act or refusal to act within 10 business days of his actual receipt of notice.he has willfully